Sec Form 4 Filing - Garrow Ronald E @ MASTERCARD INC - 2014-10-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Garrow Ronald E
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)
Chief Human Resources Officer
(Last) (First) (Middle)
2000 PURCHASE STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2014
(Street)
PURCHASE, NY10577-2509
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 10/30/2014 M 4,220 A $ 42.043 ( 1 ) 15,174 D
Class A Common Stock 10/30/2014 M 3,550 ( 2 ) A $ 51.83 18,724 D
Class A Common Stock 10/30/2014 S 7,770 ( 2 ) D $ 80 10,954 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 42.043 ( 1 ) 10/30/2014 M 4,220 ( 3 ) 03/01/2022 Class A Common Stock 4,220 $ 0 4,220 D
Employee Stock Option (right to buy) $ 51.83 10/30/2014 M 3,550 ( 4 ) 03/01/2023 Class A Common Stock 3,550 $ 0 10,650 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Garrow Ronald E
2000 PURCHASE STREET
PURCHASE, NY10577-2509
Chief Human Resources Officer
Signatures
Craig R. Brown, Assistant Corporate Secretary, as attorney-in-fact for Ronald E. Garrow pursuant to a power of attorney dated September 16, 2014 11/03/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The exercise price for the reporting person's employee stock options awarded on March 1, 2012 has been changed from $42.0330 to $42.0430. This is intended to correct an administrative error in Column 4 of Table II (Derivative Securities Beneficially Owned) on the reporting person's Form 3 filed on April 2, 2013.
( 2 )The transactions reported in this Form were effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 and previously referenced in a MasterCard Incorporated Form 8-K filed on March 17, 2014. The pre-planned trading plan was adopted by the reporting person on March 12, 2014.
( 3 )The reporting person was awarded 8,440 employee stock options on March 1, 2012, 4,220 of which have vested. The remaining 4,220 employee stock options will vest in 2 equal annual installments beginning on March 1, 2015.
( 4 )The reporting person was awarded 14,200 employee stock options on March 1, 2013, 3,550 of which have vested. The remaining 10,650 employee stock options will vest in 3 equal annual installments beginning on March 1, 2015.

Remarks:
Exhibit 24 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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