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^*

Bhalla Ajay

(Last)

(First)

(Middle)

2000 PURCHASE STREET

(Street)

PURCHASE

10577

(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)
	President Cyber & Intelligence

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	6,357	D
Class A Common Stock	106,158	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 to buy)	⁽²⁾	03/01/2021	Class A Common Stock	13,480	$24.03	D
Employee Stock Option (right to buy)	⁽³⁾	03/01/2012	Class A Common Stock	10,120	$42.04	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/01/2023	Class A Common Stock	14,200	$51.83	D
Employee Stock Option (right to buy)	⁽⁵⁾	04/01/2024	Class A Common Stock	13,996	$77.72	D
Employee Stock Option (right to buy)	⁽⁶⁾	03/01/2025	Class A Common Stock	12,292	$90.13	D
Employee Stock Option (right to buy)	⁽⁷⁾	03/01/2026	Class A Common Stock	14,128	$90.1	D
Employee Stock Option (right to buy)	⁽⁸⁾	03/01/2027	Class A Common Stock	15,896	$112.31	D
Employee Stock Option (right to buy)	⁽⁹⁾	03/01/2028	Class A Common Stock	12,224	$173.49	D
Employee Stock Option (right to buy)	⁽¹⁰⁾	03/01/2029	Class A Common Stock	11,784	$227.25	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 13,480 employee stock options on March 1, 2011, which vested in four equal annual installments beginning on March 1, 2012.

3. The reporting person was awarded 10,120 employee stock options on March 1, 2012, which vested in four equal annual installments beginning on March 1, 2013.

4. The reporting person was awarded 14,200 employee stock options on March 1, 2013, which vested in four equal annual installments beginning on March 1, 2014.

5. The reporting person was awarded 13,996 employee stock options on March 1, 2014, which vested in four equal annual installments beginning on March 1, 2015.

6. The reporting person was awarded 12,292 employee stock options on March 1, 2015, which vested in four equal annual installments beginning on March 1, 2016.

7. The reporting person was awarded 14,128 employee stock options on March 1, 2016, of which 10,596 have vested. The remaining 3,532 employee stock options will vest on March 1, 2020.

8. The reporting person was awarded 15,896 employee stock options on March 1, 2017, of which 7,948 have vested. The remaining 7,948 employee stock options will vest in two equal annual installments beginning on March 1, 2020.

9. The reporting person was awarded 12,224 employee stock options on March 1, 2018, of which 3,056 have vested. The remaining 9,168 employee stock options will vest in three equal annual installments beginning on March 1, 2020

10. The employee stock options vest in four (4) equal annual installments beginning March 1, 2020.

Remarks:

Exhibit 24 Power of Attorney is attached

	/s/ Craig R. Brown, Assistant Corporate Secretary, attorney-in-fact for Ajay Bhalla 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.