Sec Form 3 Filing - Lambert Jorn @ Mastercard Inc - 2024-04-09

Insider filing report for Changes in Beneficial Ownership
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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
Lambert Jorn
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 Product Officer
(Last) (First) (Middle)
2000 PURCHASE STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/09/2024
(Street)
PURCHASE, CT10577
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 8,183.337 ( 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) $ 290.25 ( 2 ) 03/01/2030 Class A Common Stock 2,440 D
Employee Stock Option (right to buy) $ 362.9 ( 3 ) 03/01/2031 Class A Common Stock 2,072 D
Employee Stock Options (right to buy) $ 344.48 ( 4 ) 03/01/2032 Class A Common Stock 3,682 D
Employee Stock Option (right to buy) $ 353.5 ( 5 ) 03/01/2033 Class A Common Stock 3,653 D
Employee Stock Options (right to buy) $ 476.63 ( 6 ) 03/01/2034 Class A Common Stock 3,280 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lambert Jorn
2000 PURCHASE STREET
PURCHASE, CT10577
Chief Product Officer
Signatures
/s/ Craig Brown, as attorney-in-fact for Jorn Lambert, pursuant to a power of attorney dated April 3, 2024 04/11/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (1) 4,344 unvested restricted stock units (RSUs), which vest as follows: (i) 448 RSUs which will vest on March 1, 2025, (ii) 1,892 RSUs which will vest in two equal annual installments beginning on December 5, 2024, (iii) 859 RSUs, of which 429 will vest on March 1, 2025 and 430 will vest on March 1, 2026, and (iv) 1,145 RSUs which will vest in three equal annual installments beginning on March 1, 2025; and (2) 2,663 earned performance stock units granted on March 1, 2021 that contained performance-vesting requirements (this award was fully earned and vested on March 1, 2024, but will settle on March 1, 2025).
( 2 )The reporting person was awarded 2,440 employee stock options on March 1, 2020, which are fully vested.
( 3 )The reporting person was awarded 2,072 employee stock options on March 1, 2021, of which 1,554 have vested and 518 will vest on March 1, 2025.
( 4 )The reporting person was awarded 3,682 employee stock options on March 1, 2022, of which 2,454 have vested and 1,228 will vest on March 1, 2025.
( 5 )The reporting person was awarded 3,653 employee stock options on March 1, 2023, of which 1,217 have vested and 2,436 will vest in equal installments over two years beginning March 1, 2025.
( 6 )The reporting person was awarded 3,280 employee stock options on March 1, 2024, which will vest in three equal annual installments beginning March 1, 2025.

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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