Mastercard Inc — Director's Dealing 2016

May 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2016-05-03

Reporting Person: BANGA AJAY (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-03	Class A Common Stock	M	129740	$23.274	Acquired	352848	Direct
2016-05-03	Class A Common Stock	S	166738	$96.3567	Disposed	186110	Direct
2016-05-03	Class A Common Stock	S	9502	$97.2448	Disposed	176608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-03	Employee Stock Option (right to buy)	$23.274	M	129740	Disposed	2020-03-01	Class A Common Stock (129740.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	65610	Indirect

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 and previously referenced in a MasterCard Incorporated Form 8-K filed on February 17, 2016. The pre-planned trading plan was adopted by the reporting person on February 10, 2016.

F2: Represents the weighted average sales price for price increments ranging from $95.960 to $96.959

F3: Represents the weighted average sales price for price increments ranging from $96.980 to $97.510

F4: The reporting person was awarded 259,480 employee stock options on March 1, 2010, which vested in four equal annual installments beginning on March 1, 2011.