Sec Form 4 Filing - Madabhushi Venkata R @ Mastercard Inc - 2020-02-05

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 Madabhushi Venkata R 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 Marketing Officer (Last) (First) (Middle) 2000 PURCHASE STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2020 (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 02/05/2020 M 2,573 ( 1 ) A $ 112.31 16,458.79 D Class A Common Stock 02/05/2020 M 3,172 ( 1 ) A $ 173.49 19,630.79 D Class A Common Stock 02/05/2020 S 7,492 ( 1 ) D $ 335 12,138.79 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) $ 112.31 02/05/2020 M 2,573 ( 1 ) ( 2 ) 03/01/2027 Class A Common Stock 2,573 $ 0 11,776 D Employee Stock Option (right to buy) $ 173.49 02/05/2020 M 3,172 ( 1 ) ( 3 ) 03/01/2028 Class A Common Stock 3,172 $ 0 13,332 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Madabhushi Venkata R 2000 PURCHASE STREET PURCHASE, NY10577 Chief Marketing Officer Signatures Craig Brown, as attorney-in-fact for Venkata Madabhushi pursuant to a power of attorney date April 23, 2019 02/06/2020 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 for personal financial management purposes on December 11, 2019. ( 2 )The reporting person was awarded 23,552 employee stock options on March 1, 2017. The remaining 11,776 employee stock options will vest in two equal annual installments beginning on March 1, 2020. ( 3 )The reporting person was awarded 16,504 employee stock options on March 1, 2018. Of the remaining 13,332 employee stock options, 954 have vested and 12,378 will vest in three equal annual installments beginning on March 1, 2020.

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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