Sec Form 4 Filing - Garrow Ronald E @ MASTERCARD INC - 2015-03-01

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) 03/01/2015 (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 03/01/2015 F 1,102 ( 1 ) D $ 90.825 9,852 D Class A Common Stock 03/02/2015 M 4,374 A $ 77.72 14,226 D Class A Common Stock 03/02/2015 M 3,550 A $ 51.83 17,776 D Class A Common Stock 03/02/2015 M 2,110 A $ 42.043 19,886 D Class A Common Stock 03/02/2015 S 10,034 D $ 90 9,852 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 Sec urities (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) $ 90.13 03/01/2015 A 28,920 ( 2 ) 03/01/2025 Class A Common Stock 28,920 $ 0 28,920 D Employee Stock Option (right to buy) $ 42.043 03/02/2015 M 2,110 ( 3 ) 03/01/2022 Class A Common Stock 2,110 $ 0 2,110 D Employee Stock Option (right to buy) $ 51.83 03/02/2015 M 3,550 ( 4 ) 03/01/2023 Class A Common Stock 3,550 $ 0 7,100 D Employee Stock Option (right to buy) $ 77.72 03/02/2015 M 4,374 ( 5 ) 03/01/2024 Class A Common Stock 4,374 $ 0 13,122 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 03/03/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents withholding of shares to pay tax liability incident to the vesting of restricted stock units pursuant to the terms of a shareholder-approved stock plan. ( 2 )The employee stock options vest in four (4) equal annual installments beginning March 1, 2016. ( 3 )The reporting person was awarded 8,440 employee stock options on March 1, 2012, of which 6,330 have vested. The remaining 2,110 employee stock options will vest on March 1, 2016. ( 4 )The reporting person was awarded 14,200 employee stock options on March 1, 2013, of which 7,100 have vested. The remaining 7,100 employee stock options will vest in two (2) equal annual installments beginning on March 1, 2016. ( 5 )The Reporting Person was awarded 17,496 employee stock options on March 1, 2014, of which 4,374 have vested. The remaining 13,122 employee stock options will vest in three (3) equal annual installments beginning on March 1, 2016.

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).

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