Mastercard Inc — Director's Dealing 2016

Apr 8, 2016

SEC Form 4/A — Form 4/A

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2016-04-04

Reporting Person: Garrow Ronald E (Chief Human Resources Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-04	Employee Stock Option (right to buy)	$42.04	M	2110	Disposed	2022-03-01	Class A Common Stock (2110.0)	Direct
2016-04-04	Employee Stock Option (right to buy)	$51.83	M	3550	Disposed	2023-03-01	Class A Common Stock (3550.0)	Direct
2016-04-04	Employee Stock Option (right to buy)	$77.72	M	4374	Disposed	2024-03-01	Class A Common Stock (4374.0)	Direct

Footnotes

F1: This amended Form 4 is being filed to properly report the disposition of these stock options in connection with their exercises.

F2: 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 9, 2016. The pre-planned trading plan was adopted by the reporting person on February 3, 2016.

F3: The reporting person was awarded 8,440 employee stock options on March 1, 2012, which vested in four equal installments beginning on March 1, 2013.

F4: The reporting person was awarded 14,200 employee stock options on March 1, 2013, of which 10,650 previously vested. The remaining 3,550 employee stock options will vest on March 1, 2017.

F5: The reporting person was awarded 17,496 employee stock options on March 1, 2014, of which 8,748 previously vested. The remaining 8,748 employee stock options will vest in two equal annual installments beginning on March 1, 2017.