Sec Form 3 Filing - Kirkpatrick Linda Pistecchia @ Mastercard Inc - 2021-01-01

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 Kirkpatrick Linda Pistecchia 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) President, North America (Last) (First) (Middle) 2000 PURCHASE STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2021 (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 8,557.052 ( 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 to buy) $ 112.31 ( 2 ) 03/01/2027 Class A Common Stock 7,064 D Employee Stock Option (right to buy) $ 173.49 ( 3 ) 03/01/2028 Class A Common Stock 4,280 D Employee Stock Option (right to buy) $ 227.25 ( 4 ) 03/01/2029 Class A Common Stock 4,716 D Employee Stock Option (right to buy) $ 290.25 ( 5 ) 03/01/2030 Class A Common Stock 2,531 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kirkpatrick Linda Pistecchia 2000 PURCHASE STREET PURCHASE, NY10577 President, North America Signatures /s/ Craig Brown, as attorney-in-fact for Linda Kirkpatrick, pursuant to a power of attorney dated December 9, 2020 01/07/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes the following unvested awards of restricted stock units (RSUs) pursuant to the terms of a stockholder-approved stock plan: (1) 1,026 RSUs awarded on March 1, 2018, which will vest on February 28, 2021; and (2) 489 RSUs awarded on March 1, 2020, which will vest in four equal annual installments beginning on March 1, 2021. ( 2 )The reporting person was awarded 7,064 employee stock options on March 1, 2017, of which 5,298 have vested. The remaining 1,766 employee stock options will vest on March 1, 2021. ( 3 )The reporting person was awarded 4,280 employee stock options on March 1, 2018, of which 2,140 have vested. The remaining 2,140 employee stock options will vest in two equal annual installments beginning on March 1, 2021. ( 4 )The reporting person was awarded 4,716 employee stock options on March 1, 2019, of which 1,179 have vested. The remaining 3,537 employee stock options will vest in three equal annual installments beginning on March 1, 2021. ( 5 )The reporting person was awarded 2,531 employee stock options on March 1, 2020, which will vest in four equal annual installments beginning on March 1, 2021.

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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