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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Ling Hai

(Last)

(First)

(Middle)

2000 PURCHASE STREET

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/11/2022

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)
	Co-President, Intl Markets

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	26,496.249⁽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⁾	03/01/2023	Class A Common Stock	8,220	$51.83	D
Employee Stock Option (right to buy)	⁽³⁾	03/01/2024	Class A Common Stock	9,972	$77.72	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/01/2025	Class A Common Stock	8,676	$90.13	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/01/2026	Class A Common Stock	13,456	$90.1	D
Employee Stock Option (right to buy)	⁽⁶⁾	03/01/2027	Class A Common Stock	12,952	$112.31	D
Employee Stock Option (right to buy)	⁽⁷⁾	03/01/2028	Class A Common Stock	7,948	$173.49	D
Employee Stock Option (right to buy)	⁽⁸⁾	03/01/2029	Class A Common Stock	7,072	$227.25	D
Employee Stock Option (right to buy)	⁽⁹⁾	03/01/2030	Class A Common Stock	3,073	$290.25	D
Employee Stock Option (right to buy)	⁽¹⁰⁾	03/01/2031	Class A Common Stock	2,072	$362.9	D
Employee Stock Option (right to buy)	⁽¹¹⁾	03/01/2032	Class A Common Stock	3,797	$344.48	D

Explanation of Responses:

1. Includes 4,196 unvested restricted stock units (RSUs) granted pursuant to the terms of a stockholder-approved stock plan, which vest as follows: (1) 298 RSUs which will vest in two equal annual installments beginning on March 1, 2023, (2) 2,531 RSUs which will vest on July 1, 2023, (3) 398 RSUs which will vest in three equal annual installments beginning on March 1, 2023, and (4) 969 RSUs which will vest in three equal annual installments beginning on March 1, 2023.

2. The reporting person was awarded 10,960 employee stock options on March 1, 2013, of which 8,220 remain and are fully vested.

3. The reporting person was awarded 9,972 employee stock options on March 1, 2014, all of which remain and are fully vested.

4. The reporting person was awarded 8,676 employee stock options on March 1, 2015, all of which remain and are fully vested.

5. The reporting person was awarded 13,456 employee stock options on March 1, 2016, all of which remain and are fully vested.

6. The reporting person was awarded 12,952 employee stock options on March 1, 2017, all of which remain and are fully vested.

7. The reporting person was awarded 7,948 employee stock options on March 1, 2018, all of which remain and are fully vested.

8. The reporting person was awarded 7,072 employee stock options on March 1, 2019. Of these employee stock options, 5,304 have vested and 1,768 will vest on March 1, 2023.

9. The reporting person was awarded 3,073 employee stock options on March 1, 2020. Of these employee stock options, 1,536 have vested and 1,537 will vest in two equal annual installments beginning on March 1, 2023.

10. The reporting person was awarded 2,072 employee stock options on March 1, 2021. Of these employee stock options, 518 have vested and 1,554 will vest in three equal annual installments beginning on March 1, 2023.

11. The reporting person was awarded 3,797 employee stock options on March 1, 2022, which will vest in three equal annual installments beginning on March 1, 2023.

Remarks:

Exhibit 24: Power of Attorney is attached.

	Craig Brown, as attorney-in-fact for Hai Ling, pursuant to a power of attorney dated April 10, 2022.	04/21/2022
	** 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.