Mastercard Inc — Director's Dealing 2017

Apr 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Murphy Timothy H (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-04	Class A Common Stock	M	21270	$51.83	Acquired	53407.063	Direct
2017-04-04	Class A Common Stock	S	24128	$112.2541	Disposed	29279.063	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-04	Employee Stock Option (right to buy)	$51.83	M	21270	Disposed	2023-03-01	Class A Common Stock (21270.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1000	Indirect
Class A Common Stock	1000	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 3, 2017.

F2: These transactions were executed in multiple trades at prices ranging from $111.93 to 112.82. 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 transactions were effected.

F3: The Reporting Person was awarded 28,360 employee stock options on March 1, 2013, which vested in four equal annual installments beginning on March 1, 2014.