Sec Form 3 Filing - SACHIN J. MEHRA @ Mastercard Inc - 2019-04-01

FORM 3 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 SACHIN J. MEHRA 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 Financial Officer (Last) (First) (Middle) 2000 PURCHASE STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2019 (Street) PURCHASE, NY10577 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 9,455.146 ( 1 ) 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) $ 77.72 ( 2 ) 03/01/2024 Class A Common Stock 13,996 D Employee Stock Option (right ro buy) $ 90.13 ( 3 ) 03/01/2025 Class A Common Stock 11,568 D Employee Stock Option (right ro buy) $ 90.1 ( 4 ) 03/01/2026 Class A Common Stock 12,108 D Employee Stock Option (right ro buy) $ 112.31 ( 5 ) 03/01/2027 Class A Common Stock 11,776 D Employee Stock Option (right ro buy) $ 173.49 ( 6 ) 03/01/2028 Class A Common Stock 6,724 D Employee Stock Option (right ro buy) $ 227.25 ( 7 ) 03/01/2029 Class A Common Stock 4,716 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SACHIN J. MEHRA 2000 PURCHASE STREET PURCHASE, NY10577 Chief Financial Officer Signatures Craig Brown, as attorney-in-fact for Sachin Mehra pursuant to a power of attorney dated March 19, 2019 04/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes the following unvested awards of restricted stock units (RSUs) granted pursuant to the terms of a stockholder-approved stock plan: (1) 2,278 RSUs awarded on March 1, 2017, which will vest on February 28, 2020; and (2) 1,612 RSUs awarded on March 1, 2018, which will vest on February 28, 2021. ( 2 )The reporting person was awarded 13,996 employee stock options on March 1, 2014, all of which have vested. ( 3 )The reporting person was awarded 11,568 employee stock options on March 1, 2015, all of which have vested. ( 4 )The reporting person was awarded 12,108 employee stock options on March 1, 2016, of which 9,081 have vested. The remaining 3,027 employee stock options will vest on March 1, 2020. ( 5 )The reporting person was awarded 11,776 employee stock options on March 1, 2017 of which 5,888 have vested. The remaining 5,888 employee stock options will vest in two equal annual installments beginning on March 1, 2020. ( 6 )The reporting person was awarded 6,724 employee stock options on March 1, 2018, of which 1,681 have vested. The remaining 5,043 employee stock options will vest in three equal annual installments beginning on March 1, 2020. ( 7 )The reporting person was awarded 4,716 employee stock options on March 1, 2019 which will vest in four equal annual installments beginning on March 1, 2020.

Remarks: Exhibit 24, Power of Attorney is attached.

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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