Sec Form 4 Filing - Cairns Ann @ Mastercard Inc - 2020-06-22

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
Cairns Ann
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)
Vice Chairman
(Last) (First) (Middle)
2000 PURCHASE STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/22/2020
(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 06/22/2020 M 2,521 ( 1 ) A $ 77.72 107,377 D
Class A Common Stock 06/22/2020 M 37,594 ( 1 ) A $ 90.13 144,971 D
Class A Common Stock 06/22/2020 S 1,400 ( 1 ) D $ 298.4207 ( 2 ) 143,571 D
Class A Common Stock 06/22/2020 S 2,679 ( 1 ) D $ 299.547 ( 3 ) 140,892 D
Class A Common Stock 06/22/2020 S 1,118 ( 1 ) D $ 300.2668 ( 4 ) 139,774 D
Class A Common Stock 06/22/2020 S 7,140 ( 1 ) D $ 301.7311 ( 5 ) 132,634 D
Class A Common Stock 06/22/2020 S 7,691 ( 1 ) D $ 302.5646 ( 6 ) 124,943 D
Class A Common Stock 06/22/2020 S 14,568 ( 1 ) D $ 303.4902 ( 7 ) 110,375 D
Class A Common Stock 06/22/2020 S 5,519 ( 1 ) D $ 304.3078 ( 8 ) 104,856 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) $ 77.72 06/22/2020 M 2,521 ( 1 ) ( 9 ) 03/01/2024 Class A Common Stock 2,521 $ 77.72 0 D
Employee Stock Option (right ro buy) $ 90.13 06/22/2020 M 37,594 ( 1 ) ( 10 ) 03/01/2025 Class A Common Stock 37,594 $ 91.13 37,594 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cairns Ann
2000 PURCHASE STREET
PURCHASE, NY10577-2509
Vice Chairman
Signatures
/s/ Craig R. Brown, Assistant Corporate Secretary, attorney-in-fact for Ann Cairns pursuant to a power of attorney dated April 23, 2019 06/23/2020
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 May 8, 2020.
( 2 )The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $297.9600 to $298.7300. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
( 3 )The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $298.9800 to $299.9700. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
( 4 )The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $300.0500 to $300.5400. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
( 5 )The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $301.0500 to $302.0300 The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
( 6 )The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $302.0500 to $303.0400. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
( 7 )The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $303.0500 to $304.0400. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
( 8 )The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $304.0500 to $304.8200 The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
( 9 )The reporting person was awarded 83,976 employee stock options on March 1, 2014, which vested in four equal annual installments beginning March 1, 2015.
( 10 )The reporting person was awarded 75,188 employee stock options on March 1, 2015, which vested in four equal annual installments beginning March 1, 2016.

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