Mastercard Inc — Director's Dealing 2020

May 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Mastercard Inc (MA)
CIK: 0001141391
Period of Report: 2020-05-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-18	Class A Common Stock	M	81533	$51.83	Acquired	404837	Direct
2020-05-18	Class A Common Stock	S	14270	$285.5031	Disposed	390567	Direct
2020-05-18	Class A Common Stock	S	25858	$286.4626	Disposed	364709	Direct
2020-05-18	Class A Common Stock	S	13362	$287.389	Disposed	351347	Direct
2020-05-18	Class A Common Stock	S	8320	$288.735	Disposed	343027	Direct
2020-05-18	Class A Common Stock	S	19723	$289.6003	Disposed	323304	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-18	Employee Stock Option (right to buy)	$51.83	M	81533	Disposed	2023-03-01	Class A Common Stock (81533.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	40371	Indirect
Class A Common Stock	35329	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 March 12, 2020.

F2: As part of routine personal financial management, (1) on May 7, 2020, a Grantor Retained Annuity Trust (GRAT), of which the reporting person is a trustee, transferred 14,639 shares of Class A Common Stock to the reporting person, and (2) on May 8, 2020, the reporting person transferred 25,000 shares of Class A Common Stock to a GRAT of which the reporting person is a trustee. Prior to these transactions, the reporting person directly held 333,665 shares of Class A Common Stock and indirectly held 30,010 shares of Class A Common Stock by GRAT. These transactions are exempt from reporting.

F3: This transaction was executed in multiple trades at prices ranging from $285.01 to $286.00. 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 $286.055 to $287.035. 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 $287.06 to $288.00. 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 $288.17 to $289.13. 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 $289.19 to $289.82. 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 transaction was effected.

F8: The reporting person was awarded 344,600 employee stock options on March 1, 2013, of which 163,067 remain and are fully vested.