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^*

Kirkpatrick Linda Pistecchia

(Last)

(First)

(Middle)

2000 PURCHASE STREET

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2021

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, North America

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	8,557.052⁽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⁾	03/01/2027	Class A Common Stock	7,064	$112.31	D
Employee Stock Option (right to buy)	⁽³⁾	03/01/2028	Class A Common Stock	4,280	$173.49	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/01/2029	Class A Common Stock	4,716	$227.25	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/01/2030	Class A Common Stock	2,531	$290.25	D

Explanation of Responses:

1. Includes the following unvested awards of restricted stock units (RSUs) pursuant to the terms of a stockholder-approved stock plan: (1) 1,026 RSUs awarded on March 1, 2018, which will vest on February 28, 2021; and (2) 489 RSUs awarded on March 1, 2020, which will vest in four equal annual installments beginning on March 1, 2021.

2. The reporting person was awarded 7,064 employee stock options on March 1, 2017, of which 5,298 have vested. The remaining 1,766 employee stock options will vest on March 1, 2021.

3. The reporting person was awarded 4,280 employee stock options on March 1, 2018, of which 2,140 have vested. The remaining 2,140 employee stock options will vest in two equal annual installments beginning on March 1, 2021.

4. The reporting person was awarded 4,716 employee stock options on March 1, 2019, of which 1,179 have vested. The remaining 3,537 employee stock options will vest in three equal annual installments beginning on March 1, 2021.

5. The reporting person was awarded 2,531 employee stock options on March 1, 2020, which will vest in four equal annual installments beginning on March 1, 2021.

Remarks:

Exhibit 24 Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Linda Kirkpatrick, pursuant to a power of attorney dated December 9, 2020	01/07/2021
	** 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.
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