Mastercard Inc — Director's Dealing 2016

May 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2016-05-10

Reporting Person: FORSTER ANDREA L (Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-10	Class A Common Stock	M	13480	$42.043	Acquired	26071	Direct
2016-05-10	Class A Common Stock	S	13480	$97.0188	Disposed	12591	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-10	Employee Stock Option (right to buy)	$42.043	M	13480	Disposed	2022-03-01	Class A Common Stock (13480.0)	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 and previously referenced in a MasterCard Incorporated Form 8-K filed on March 15, 2016. The pre-planned trading plan was adopted by the reporting person on March 11, 2016.

F2: Represents the weighted average sales price for price increments ranging from $96.69 to $97.28.

F3: The reporting person was awarded 13,480 employee stock options on March 1, 2012 which vested in four equal annual installments beginning on March 1, 2013.