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Mastercard Inc Director's Dealing 2017

May 4, 2017

29747_dirs_2017-05-04_f1de9a1e-22a9-4965-8272-965c64c9d4aa.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: 2017-05-03

Reporting Person: BANGA AJAY (Chief Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-03 Class A Common Stock M 139020 $24.036 Acquired 333495 Direct
2017-05-03 Class A Common Stock S 132362 $117.1346 Disposed 201133 Direct
2017-05-03 Class A Common Stock S 29380 $117.9017 Disposed 171753 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-03 Employee Stock Option (right to buy) $24.036 M 139020 Disposed 2021-03-01 Class A Common Stock (139020.0) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Class A Common Stock 65610 Indirect

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 17, 2017.

F2: This transaction was executed in multiple trades at prices ranging from $116.56 to $117.55. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed in multiple trades at prices ranging from $117.56 to $118.43. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: The Reporting Person was awarded 278,040 employee stock options on March 1, 2011, which vested in four equal annual installments beginning on March 1, 2012.