SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cairns Ann

(Last)

(First)

(Middle)

2000 PURCHASE STREET

(Street)

PURCHASE

10577-2509

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mastercard Inc [ MA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/22/2020		M		2,521⁽¹⁾	A	$77.72	107,377	D
Class A Common Stock	06/22/2020		M		37,594⁽¹⁾	A	$90.13	144,971	D
Class A Common Stock	06/22/2020		S		1,400⁽¹⁾	D	$298.4207⁽²⁾	143,571	D
Class A Common Stock	06/22/2020		S		2,679⁽¹⁾	D	$299.547⁽³⁾	140,892	D
Class A Common Stock	06/22/2020		S		1,118⁽¹⁾	D	$300.2668⁽⁴⁾	139,774	D
Class A Common Stock	06/22/2020		S		7,140⁽¹⁾	D	$301.7311⁽⁵⁾	132,634	D
Class A Common Stock	06/22/2020		S		7,691⁽¹⁾	D	$302.5646⁽⁶⁾	124,943	D
Class A Common Stock	06/22/2020		S		14,568⁽¹⁾	D	$303.4902⁽⁷⁾	110,375	D
Class A Common Stock	06/22/2020		S		5,519⁽¹⁾	D	$304.3078⁽⁸⁾	104,856	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$77.72	06/22/2020		M			2,521⁽¹⁾	⁽⁹⁾	03/01/2024	Class A Common Stock	2,521	$77.72	0	D
Employee Stock Option (right ro buy)	$90.13	06/22/2020		M			37,594⁽¹⁾	⁽¹⁰⁾	03/01/2025	Class A Common Stock	37,594	$91.13	37,594	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The pre-planned trading plan was adopted by the reporting person for personal financial management purposes on May 8, 2020.

2. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $297.9600 to $298.7300. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

3. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $298.9800 to $299.9700. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

4. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $300.0500 to $300.5400. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

5. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $301.0500 to $302.0300 The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

6. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $302.0500 to $303.0400. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

7. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $303.0500 to $304.0400. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

8. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $304.0500 to $304.8200 The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.

9. The reporting person was awarded 83,976 employee stock options on March 1, 2014, which vested in four equal annual installments beginning March 1, 2015.

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

Remarks:

	/s/ Craig R. Brown, Assistant Corporate Secretary, attorney-in-fact for Ann Cairns pursuant to a power of attorney dated April 23, 2019	06/23/2020
	** 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 4 (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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