Mastercard Inc — Director's Dealing 2016

Oct 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mastercard Inc (MA)
CIK: 0001141391
Period of Report: 2016-10-04

Reporting Person: Cairns Ann (President, Intl Markets)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-04	Class A Common Stock	M	12630	$42.043	Acquired	58721	Direct
2016-10-04	Class A Common Stock	S	12630	$101.7858	Disposed	46091	Direct
2016-10-04	Class A Common Stock	S	14000	$101.7915	Disposed	32091	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-04	Employee Stock Option (right to buy)	$42.043	M	12630	Disposed	2022-03-01	Class A Common Stock (12630.0)	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 plan was adopted by the reporting person on August 5, 2016.

F2: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $101.47 to $102.18 per share. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, 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 $101.49 to $102.20 per share. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F4: The reporting person was awarded 50,520 employee stock options on March 1, 2012, all of which had vested.