Mastercard Inc — Director's Dealing 2016

Nov 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mastercard Inc (MA)
CIK: 0001141391
Period of Report: 2016-10-31

Reporting Person: Vosburg Craig (President, North America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-31	Class A Common Stock	M	10120	$42.043	Acquired	39836.824	Direct
2016-10-31	Class A Common Stock	M	5640	$24.036	Acquired	45476.824	Direct
2016-10-31	Class A Common Stock	S	13360	$107.1433	Disposed	32116.824	Direct
2016-10-31	Class A Common Stock	S	2200	$107.7599	Disposed	29916.824	Direct
2016-10-31	Class A Common Stock	S	200	$108.741	Disposed	29716.824	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-31	Employee Stock Option (right ro buy)	$24.036	M	5640	Disposed	2021-03-01	Class A Common Stock (5640.0)	Direct
2016-10-31	Employee Stock Option (right ro buy)	$42.043	M	10120	Disposed	2022-03-01	Class A Common Stock (10120.0)	Direct

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. The pre-planned trading plan was adopted by the reporting person on August 30, 2016.

F2: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $106.53 to $107.5089. The reporting person hereby undertakes to provide to the SEC staff, Mastercard Incorporated, or a security holder of Mastercard Incorporated, upon request, full information regarding the number of shares sold at each separate price within this range.

F3: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $107.5345 to $108.4000. The reporting person hereby undertakes to provide to the SEC staff, Mastercard Incorporated, or a security holder of Mastercard Incorporated, upon request, full information regarding the number of shares sold at each separate price within this range.

F4: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $108.6521 to $108.8300. The reporting person hereby undertakes to provide to the SEC staff, Mastercard Incorporated, or a security holder of Mastercard Incorporated, upon request, full information regarding the number of shares sold at each separate price within this range.

F5: The Reporting Person was awarded 5,640 employee stock options on March 1, 2011, which vested in four equal installments beginning on March 1, 2012.

F6: The Reporting Person was awarded 10,120 employee stock options on March 1, 2012, which vested in four equal installments beginning on March 1, 2013.