Mastercard Inc — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2016-02-29

Reporting Person: FORSTER ANDREA L (Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Class A Common Stock	F	1428	$87.875	Disposed	10315	Direct
2016-03-01	Class A Common Stock	A	2276	—	Acquired	12591	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Employee Stock Option (right to buy)	$90.1	A	10764	Acquired	2026-03-01	Class A Common Stock (10764.0)	Direct

Footnotes

F1: Represents withholding of shares to pay tax liability incident to the vesting of restricted stock units pursuant to the terms of a stockholder-approved stock plan.

F2: Award of restricted stock units which will vest on February 28, 2019 if reporting person remains employed by MasterCard on that date.

F3: The employee stock options vest in four (4) equal annual installments beginning March 1, 2017.