Mastercard Inc — Director's Dealing 2016

Apr 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTERCARD INC (MA)
CIK: 0001141391
Period of Report: 2016-04-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-15	Class A Common Stock	M	5784	$90.13	Acquired	14386	Direct
2016-04-15	Class A Common Stock	S	5784	$97	Disposed	8602	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-15	Employee Stock Option (right to buy)	$90.13	M	5784	Disposed	2025-03-01	Class A Common Stock (5784.0)	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 February 9, 2016. The pre-planned trading plan was adopted by the reporting person on February 3, 2016.

F2: The reporting person was awarded 28,920 employee stock options on March 1, 2015, of which 7,230 have vested. The remaining 21,690 employee stock options will vest in three annual installments beginning on March 1, 2017.