| FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act
of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person
*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
07/08/2016
|
3. Issuer Name
and
Ticker or Trading Symbol
MASTERCARD INC
[
MA
]
|
4. 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 |
|
5. 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 Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
|
Class A Common Stock
|
8,201.148
(1)
|
D
|
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Employee Stock Option (right ro buy)
|
|
03/01/2025 |
Class A Common Stock
|
7,228
|
90.13
|
D
|
|
|
Employee Stock Option (right ro buy)
|
|
03/01/2026 |
Class A Common Stock
|
8,744
|
90.1
|
D
|
|
| Explanation of Responses: |
|
|
|
| Remarks: |
| Ex 24 Power of Attorney |
|
Craig Brown, as attorney-in-fact for Michael Fraccaro pursuant to a power of attorney dated July 11, 2016 |
07/14/2016 |
|
** 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. |
Power of Attorney
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Timothy Murphy, Janet McGinness, Craig Brown, Seth Pruss
and Kathryn Yonda, signing singly, the undersigned's true and lawful
attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of MasterCard Incorporated (Company),
Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder and a Form ID
application for access codes to file on EDGAR;
2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5 or Form ID, complete and execute any amendment or
amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934 or the rules thereunder.
This Power of Attorney shall remain in full force and effect until
the undersigned, after becoming subject to the requirements to file
Forms 3, 4 and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, ceases to be
subject to those requirements, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys
-in-fact.
In witness whereof, the undersigned has caused this Power of
Attorney to be executed as of this 11th day of July, 2016.
/s/Michael Fraccaro
State of New York
County of Westchester
Subscribed and sworn to before me this 11th day of July, 2016
Annamarie Della Fave
Notary Public, State of New York
No. 01DE-4868019
Qualified in Westchester County
Term Expires August 25, 2018
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