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Form 4 MASTERCARD INC For: Mar 01 Filed by: Garrow Ronald E

March 3, 2015 5:49 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Garrow Ronald E

(Last) (First) (Middle)
2000 PURCHASE STREET

(Street)
PURCHASE NY 10577-2509

(City) (State) (Zip)
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 Human Resources Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/01/2015   F   1,102 (1) D $ 90.825 9,852 D  
Class A Common Stock 03/02/2015   M   4,374 A $ 77.72 14,226 D  
Class A Common Stock 03/02/2015   M   3,550 A $ 51.83 17,776 D  
Class A Common Stock 03/02/2015   M   2,110 A $ 42.043 19,886 D  
Class A Common Stock 03/02/2015   S   10,034 D $ 90 9,852 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $ 90.13 03/01/2015   A   28,920     (2) 03/01/2025 Class A Common Stock 28,920 $ 0 28,920 D  
Employee Stock Option (right to buy) $ 42.043 03/02/2015   M     2,110   (3) 03/01/2022 Class A Common Stock 2,110 $ 0 2,110 D  
Employee Stock Option (right to buy) $ 51.83 03/02/2015   M     3,550   (4) 03/01/2023 Class A Common Stock 3,550 $ 0 7,100 D  
Employee Stock Option (right to buy) $ 77.72 03/02/2015   M     4,374   (5) 03/01/2024 Class A Common Stock 4,374 $ 0 13,122 D  
Explanation of Responses:
1. Represents withholding of shares to pay tax liability incident to the vesting of restricted stock units pursuant to the terms of a shareholder-approved stock plan.
2. The employee stock options vest in four (4) equal annual installments beginning March 1, 2016.
3. The reporting person was awarded 8,440 employee stock options on March 1, 2012, of which 6,330 have vested. The remaining 2,110 employee stock options will vest on March 1, 2016.
4. The reporting person was awarded 14,200 employee stock options on March 1, 2013, of which 7,100 have vested. The remaining 7,100 employee stock options will vest in two (2) equal annual installments beginning on March 1, 2016.
5. The Reporting Person was awarded 17,496 employee stock options on March 1, 2014, of which 4,374 have vested. The remaining 13,122 employee stock options will vest in three (3) equal annual installments beginning on March 1, 2016.
Craig R. Brown, Assistant Corporate Secretary, as attorney-in-fact for Ronald E. Garrow pursuant to a power of attorney dated September 16, 2014 03/03/2015
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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