Mastercard Inc — Director's Dealing 2017

Apr 25, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mastercard Inc (MA)
CIK: 0001141391
Period of Report: 2017-04-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-24	Class A Common Stock	M	34140	$42.043	Acquired	78819	Direct
2017-04-24	Class A Common Stock	M	42200	$51.83	Acquired	121019	Direct
2017-04-24	Class A Common Stock	S	83959	$115.4347	Disposed	37060	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-24	Employee Stock Option (right to buy)	$42.043	M	34140	Disposed	2022-03-01	Class A Common Stock (34140.0)	Direct
2017-04-24	Employee Stock Option (right to buy)	$51.83	M	42200	Disposed	2023-03-01	Class A Common Stock (42200.0)	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 pre-planned trading plan was adopted by the reporting person on February 22, 2017.

F2: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $115.05 to $115.80. The reporting person hereby undertakes to provide to the SEC staff, Mastercard Incorporated, or a security holder of Mastercard Incorporated, upon request, full information regarding the number of shares sold at each separate price within this range.

F3: The Reporting Person was awarded 60,640 employee stock options on March 1, 2012, which vested in four equal annual installments beginning on March 1, 2013.

F4: The Reporting Person was awarded 93,240 employee stock options on March 1, 2013, which vested in four equal annual installments beginning March 1, 2014.