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^*

Cairns Ann

(Last)

(First)

(Middle)

2000 PURCHASE STREET

(Street)

PURCHASE

10577-2509

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2019

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)
	Vice Chairman

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	82,270⁽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 to buy)	⁽²⁾	03/01/2024	Class A Common Stock	54,371	$77.72	D
Employee Stock Option (right ro buy)	⁽³⁾	03/01/2025	Class A Common Stock	75,188	$90.13	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/01/2026	Class A Common Stock	87,460	$90.1	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/01/2027	Class A Common Stock	83,608	$112.31	D
Employee Stock Option (right to buy)	⁽⁶⁾	03/01/2028	Class A Common Stock	43,400	$173.49	D

Explanation of Responses:

1. Includes an unvested award of 11,182 restricted stock units awarded on March 1, 2019 pursuant to the terms of a stockholder-approved plan, which will vest on February 28, 2022.

2. The reporting person was awarded 83,976 employee stock options on March 1, 2014, of which 54,371 remain and are fully vested.

3. The reporting person was awarded 75,188 employee stock options on March 1, 2015, which vested in four equal installments beginning on March 1, 2016.

4. The reporting person was awarded 87,460 employee stock options on March 1, 2016, of which 65,595 have vested. The remaining 21,865 employee stock options will vest on March 1, 2020.

5. The reporting person was awarded 83,608 employee stock options on March 1, 2017, of which 41,804 have vested. The remaining 41,804 employee stock options will vest in two equal annual installments beginning on March 1, 2020.

6. The reporting person was awarded 43,400 employee stock options on March 1, 2018, of which 10,850 have vested. The remaining 32,550 employee stock options will vest in three equal annual installments beginning on March 1, 2020

Remarks:

Exhibit 24 Power of Attorney is attached

	/s/ Craig R. Brown, Assistant Corporate Secretary, attorney-in-fact for Ann Cairns pursuant to a power of attorney dated April 23, 2019	04/26/2019
	** 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.