Mastercard Inc — Director's Dealing 2018

May 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mastercard Inc (MA)
CIK: 0001141391
Period of Report: 2018-05-03

Reporting Person: BANGA AJAY (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-03	Class A Common Stock	M	139020	$24.036	Acquired	355411	Direct
2018-05-03	Class A Common Stock	M	100000	$42.043	Acquired	455411	Direct
2018-05-03	Class A Common Stock	S	32112	$184.5612	Disposed	423299	Direct
2018-05-03	Class A Common Stock	S	88365	$185.3793	Disposed	334934	Direct
2018-05-03	Class A Common Stock	S	80444	$186.5135	Disposed	254490	Direct
2018-05-03	Class A Common Stock	S	38099	$187.3525	Disposed	216391	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-03	Employee Stock Option (right to buy)	$24.036	M	139020	Disposed	2021-03-01	Class A Common Stock (139020.0)	Direct
2018-05-03	Employee Stock Option (right to buy)	$42.043	M	100000	Disposed	2022-03-01	Class A Common Stock (100000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	63036	Indirect
Class A Common Stock	2574	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 March 8, 2018.

F2: This transaction was executed in multiple trades at prices ranging from $183.95 to $184.94. 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 $184.95 to $185.94. 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: This transaction was executed in multiple trades at prices ranging from $185.95 to $186.94. 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.

F5: This transaction was executed in multiple trades at prices ranging from $186.95 to $187.89. 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.

F6: The reporting person was awarded 278,040 employee stock options on March 1, 2011, all of which previously vested in four equal installments.

F7: The reporting person was awarded 252,600 employee stock options on March 1, 2012, all of which previously vested in four equal installments.