Mastercard Inc — Director's Dealing 2019

Mar 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mastercard Inc (MA)
CIK: 0001141391
Period of Report: 2019-03-18

Reporting Person: Murphy Timothy H (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-18	Class A Common Stock	M	7873	$77.72	Acquired	46331.063	Direct
2019-03-18	Class A Common Stock	M	43376	$90.13	Acquired	89707.063	Direct
2019-03-18	Class A Common Stock	S	32070	$229.7804	Disposed	57637.063	Direct
2019-03-18	Class A Common Stock	S	18413	$230.5507	Disposed	39224.063	Direct
2019-03-18	Class A Common Stock	S	9045	$231.4928	Disposed	30179.063	Direct
2019-03-18	Class A Common Stock	S	900	$232.26	Disposed	29279.063	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-18	Employee Stock Option (right to buy)	$77.72	M	7873	Disposed	2024-03-01	Class A Common Stock (7873.0)	Direct
2019-03-18	Employee Stock Option (right to buy)	$90.13	M	43376	Disposed	2025-03-01	Class A Common Stock (43376.0)	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 1, 2019.

F2: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $229.16 to $230.15. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F3: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $230.16 to $231.15. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F4: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $231.16 to $232.13. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F5: The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $232.20 to $232.44. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

F6: The reporting person was awarded employee stock options on March 1, 2014, which vested in four equal annual installments beginning on March 1, 2015.

F7: The reporting person was awarded employee stock options on March 1, 2015, which vested in four equal annual installments beginning on March 1, 2016.