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Mastercard Inc Director's Dealing 2016

May 4, 2016

29747_dirs_2016-05-04_bf6538a5-a020-4202-8c3a-45eb0827952e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2016-05-02

Reporting Person: Flood Gary J (President, Gl Prod & Solutions)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-05-02 Class A Common Stock M 4440 $23.274 Acquired 64015 Direct
2016-05-02 Class A Common Stock M 42880 $24.036 Acquired 106895 Direct
2016-05-02 Class A Common Stock M 26500 $42.043 Acquired 133395 Direct
2016-05-02 Class A Common Stock S 62357 $97.0826 Disposed 71038 Direct
2016-05-02 Class A Common Stock S 33978 $97.7786 Disposed 37060 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-05-02 Employee Stock Option (right to buy) $23.274 M 4440 Disposed 2020-03-01 Class A Common Stock (4440.0) Direct
2016-05-02 Employee Stock Option (right to buy) $24.036 M 42880 Disposed 2021-03-01 Class A Common Stock (42880.0) Direct
2016-05-02 Employee Stock Option (right to buy) $42.043 M 26500 Disposed 2022-03-01 Class A Common Stock (26500.0) 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 8, 2016. The pre-planned trading plan was adopted by the reporting person on March 3, 2016.

F2: Represents the weighted average sales price for price increments ranging from $96.5700 to $97.5650

F3: Represents the weighted average sales price for price increments ranging from $97.5700 to $97.9300.

F4: The Reporting Person was awarded 64,880 employee stock options on March 1, 2010, which vested in four equal installments beginning on March 1, 2011.

F5: The Reporting Person was awarded 75,840 employee stock options on March 1, 2011, which vested in four equal installments beginning on March 1, 2012.

F6: The Reporting Person was awarded 60,640 employee stock options on March 1, 2012, which vested in four equal installments beginning on March 1, 2013.