Sec Form 4/A Filing - Fraccaro Michael @ Mastercard Inc - 2018-04-09

FORM 4/A 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 Fraccaro Michael 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) 04/09/2018 (Street) PURCHASE, NY10577 4. If Amendment, Date Original Filed (MM/DD/YY) 04/11/2018 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 04/09/2018 M 1,807 ( 1 ) A $ 90.13 5,353.148 D Class A Common Stock 04/09/2018 S 2,274 ( 1 ) D $ 171.39 3,079.148 D Class A Common Stock 04/10/2018 M 2,186 ( 1 ) A $ 90.1 5,265.148 D Class A Common Stock 04/10/2018 S 2,186 ( 1 ) D $ 175 3,079.148 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 ro buy) $ 90.13 04/09/2018 M 1,807 ( 1 ) ( 2 ) 03/01/2025 Class A Common Stock 1,807 $ 90.13 1,807 D Employee Stock Option (right ro buy) $ 90.1 04/10/2018 M 2,186 ( 1 ) ( 3 ) 03/01/2026 Class A Common Stock 2,186 $ 90.1 4,372 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fraccaro Michael 2000 PURCHASE STREET PURCHASE, NY10577 Chief Human Resources Officer Signatures /s/ Craig Brown, as attorney-in-fact for Michael Fraccaro pursuant to a power of attorney dated July 11, 2016 05/30/2018 Signature of Reporting Person Date

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 on February 22, 2018. ( 2 )The reporting person was awarded 7,228 employee stock options on March 1, 2015, of which 5,421 have vested. The remaining 1,807 employee stock options will vest on March 1, 2019. ( 3 )The reporting person was awarded 8,744 employee stock options on March 1, 2016, of which 4,372 have vested. The remaining 4,372 employee stock options will vest in two equal annual installments beginning on March 1, 2019.

Remarks: This amendment is being filed solely to correct the number of shares sold on April 9, 2018 (Table I Column 4), as well as the related effect on the total numbers of shares beneficially owned following the sale (Table I Column 5).

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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