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^*

SACHIN J. MEHRA

(Last)

(First)

(Middle)

2000 PURCHASE STREET

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2019

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)
	Chief Financial Officer

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	9,455.146⁽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⁾	03/01/2024	Class A Common Stock	13,996	$77.72	D
Employee Stock Option (right ro buy)	⁽³⁾	03/01/2025	Class A Common Stock	11,568	$90.13	D
Employee Stock Option (right ro buy)	⁽⁴⁾	03/01/2026	Class A Common Stock	12,108	$90.1	D
Employee Stock Option (right ro buy)	⁽⁵⁾	03/01/2027	Class A Common Stock	11,776	$112.31	D
Employee Stock Option (right ro buy)	⁽⁶⁾	03/01/2028	Class A Common Stock	6,724	$173.49	D
Employee Stock Option (right ro buy)	⁽⁷⁾	03/01/2029	Class A Common Stock	4,716	$227.25	D

Explanation of Responses:

1. Includes the following unvested awards of restricted stock units (RSUs) granted pursuant to the terms of a stockholder-approved stock plan: (1) 2,278 RSUs awarded on March 1, 2017, which will vest on February 28, 2020; and (2) 1,612 RSUs awarded on March 1, 2018, which will vest on February 28, 2021.

2. The reporting person was awarded 13,996 employee stock options on March 1, 2014, all of which have vested.

3. The reporting person was awarded 11,568 employee stock options on March 1, 2015, all of which have vested.

4. The reporting person was awarded 12,108 employee stock options on March 1, 2016, of which 9,081 have vested. The remaining 3,027 employee stock options will vest on March 1, 2020.

5. The reporting person was awarded 11,776 employee stock options on March 1, 2017 of which 5,888 have vested. The remaining 5,888 employee stock options will vest in two equal annual installments beginning on March 1, 2020.

6. The reporting person was awarded 6,724 employee stock options on March 1, 2018, of which 1,681 have vested. The remaining 5,043 employee stock options will vest in three equal annual installments beginning on March 1, 2020.

7. The reporting person was awarded 4,716 employee stock options on March 1, 2019 which will vest in four equal annual installments beginning on March 1, 2020.

Remarks:

Exhibit 24, Power of Attorney is attached.

	Craig Brown, as attorney-in-fact for Sachin Mehra pursuant to a power of attorney dated March 19, 2019	04/03/2019
	** 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.