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: Murphy Timothy H (General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-04	Employee Stock Option (right to buy)	$24.036	M	7020	Disposed	2021-03-01	Class A Common Stock (7020.0)	Direct
2016-04-04	Employee Stock Option (right to buy)	$42.043	M	10100	Disposed	2022-03-01	Class A Common Stock (10100.0)	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 4, 2016.

F3: The reporting person was awarded 28,080 employee stock options on March 1, 2011, which vested in four equal installments beginning on March 1, 2012.

F4: The reporting person was awarded 20,200 employee stock options on March 1, 2012, which vested in four equal installments beginning on March 1, 2013.