SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McLaughlin Edward Grunde

(Last)

(First)

(Middle)

2000 PURCHASE STREET

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2017

3. Issuer Name and Ticker or Trading Symbol
Mastercard Inc [ MA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Operations & Tech

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	28,247.396⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right ro buy)	⁽²⁾	03/01/2023	Class A Common Stock	21,280	$51.83	D
Employee Stock Option (right ro buy)	⁽³⁾	03/01/2024	Class A Common Stock	20,120	$77.72	D
Employee Stock Option (right ro buy)	⁽⁴⁾	03/01/2025	Class A Common Stock	18,076	$90.13	D
Employee Stock Option (right ro buy)	⁽⁵⁾	03/01/2026	Class A Common Stock	26,912	$90.1	D
Employee Stock Option (right ro buy)	⁽⁶⁾	03/01/2027	Class A Common Stock	25,908	$112.31	D

Explanation of Responses:

1. Includes an unvested award of 3,541 restricted stock units awarded pursuant to the terms of a stockholder-approved stock plan on March 1, 2015, which will vest on February 28, 2018.

2. The Reporting Person was awarded 21,280 employee stock options on March 1, 2013, which vested in four equal annual installments beginning on March 1, 2014.

3. The reporting person was awarded 20,120 employee stock options on March 1, 2014, of which 15,090 have vested. The remaining 5,030 employee stock options will vest on March 1, 2018.

4. The reporting person was awarded 18,076 employee stock options on March 1, 2015, of which 9,038 have vested. The remaining 9,038 employee stock options will vest in two equal annual installments beginning on March 1, 2018.

5. The reporting person was awarded 26,912 employee stock options on March 1, 2016, of which 6,728 have vested. The remaining 20,184 employee stock options will vest in three equal annual installments beginning on March 1, 2018.

6. The reporting person was awarded 25,908 employee stock options on March 1, 2017, which will vest in four equal annual installments, beginning on March 1, 2018.

Remarks:

	Craig Brown, as attorney-in-fact for Edward McLaughlin pursuant to a power of attorney dated April 21, 2017	05/04/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.