Mastercard Inc — Director's Dealing 2019

May 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mastercard Inc (MA)
CIK: 0001141391
Period of Report: 2019-05-01

Reporting Person: BANGA AJAY (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-01	Class A Common Stock	M	152600	$42.043	Acquired	427638	Direct
2019-05-01	Class A Common Stock	M	100000	$51.83	Acquired	527638	Direct
2019-05-01	Class A Common Stock	S	39455	$249.2374	Disposed	488183	Direct
2019-05-01	Class A Common Stock	S	79990	$250.3139	Disposed	408193	Direct
2019-05-01	Class A Common Stock	S	87345	$251.3181	Disposed	320848	Direct
2019-05-01	Class A Common Stock	S	25821	$252.2322	Disposed	295027	Direct
2019-05-01	Class A Common Stock	S	16489	$252.9885	Disposed	278538	Direct
2019-05-01	Class A Common Stock	S	2300	$253.983	Disposed	276238	Direct
2019-05-01	Class A Common Stock	S	1200	$255.1408	Disposed	275038	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-01	Employee Stock Option (right to buy)	$42.043	M	152600	Disposed	2022-03-01	Class A Common Stock (152600.0)	Direct
2019-05-01	Employee Stock Option (right to buy)	$51.83	M	100000	Disposed	2023-03-01	Class A Common Stock (100000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	42123	Indirect
Class A Common Stock	23487	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 for personal financial management purposes on February 25, 2019.

F2: This transaction was executed in multiple trades at prices ranging from $248.75 to $249.73. 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 $249.75 to $250.74. 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 $250.75 to $251.74. 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 $251.75 to $252.74. 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: This transaction was executed in multiple trades at prices ranging from $252.75 to $253.73. 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.

F7: This transaction was executed in multiple trades at prices ranging from $253.75 to $254.11. 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.

F8: This transaction was executed in multiple trades at prices ranging from $254.99 to $255.52. 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.

F9: The employee stock options vested in four equal annual installments beginning March 1, 2013.

F10: The employee stock options vested in four equal annual installments beginning March 1, 2014.