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^*

Caldart Gilberto

(Last)

(First)

(Middle)

2000 PURCHASE STREET

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2018

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, International

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	48,915.8	I	See footnote below⁽¹⁾

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	22,280	$51.83	D
Employee Stock Option (right ro buy)	⁽³⁾	03/01/2024	Class A Common Stock	24,492	$77.72	D
Employee Stock Option (right ro buy)	⁽⁴⁾	03/01/2025	Class A Common Stock	20,964	$90.13	D
Employee Stock Option (right ro buy)	⁽⁵⁾	03/01/2026	Class A Common Stock	21,528	$90.1	D
Employee Stock Option (right ro buy)	⁽⁶⁾	03/01/2027	Class A Common Stock	20,020	$112.31	D
Employee Stock Option (right ro buy)	⁽⁷⁾	03/01/2028	Class A Common Stock	12,224	$173.49	D

Explanation of Responses:

1. The shares are held by a family-owned company, controlled by the reporting person.

2. The reporting person was awarded 22,280 employee stock options on March 1, 2013, which vested in four (4) equal installments beginning on March 1, 2014.

3. The reporting person was awarded 24,492 employee stock options on March 1, 2014, which vested in four (4) equal installments beginning on March 1, 2015.

4. The reporting person was awarded 20,964 employee stock options on March 1, 2015, of which 15,723 have vested. The remaining 5,241 employee stock options will vest on March 1, 2019.

5. The reporting person was awarded 21,528 employee stock options on March 1, 2016, of which 10,764 have vested. The remaining 10,764 employee stock options will vest in two (2) equal annual installments beginning on March 1, 2019.

6. The reporting person was awarded 20,020 employee stock options on March 1, 2017, of which 5,005 have vested. The remaining 15,015 employee stock options will vest in three (3) equal annual installments beginning on March 1, 2019.

7. The reporting person was awarded 12,224 employee stock options on March 1, 2018, which will vest in four (4) equal annual installments beginning on March 1, 2019.

Remarks:

Exhibit 24 Power of Attorney is attached.

	Craig Brown, as attorney-in-fact for Gilberto Caldart pursuant to a power of attorney dated May 11, 2018	06/05/2018
	** 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.