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Form 144 Mastercard Inc Filed by: Mastercard Foundation

August 8, 2022 4:37 PM EDT

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UNITED STATES
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION
OMB Number:
3235-0101
Washington, D.C. 20549
Expires:
July 31, 2023
 
Estimated average burden
FORM 144
hours per response
1.00
NOTICE OF PROPOSED SALE OF SECURITIES
SEC USE ONLY
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
DOCUMENT SEQUENCE NO.
   
 
CUSIP NUMBER
ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
 
   
1 (a) NAME OF ISSUER (Please type or print)
(b) IRS IDENT. NO.
(c) S.E.C. FILE NO
WORK LOCATION
 
Mastercard Incorporated
 
13-4172551
 
001-32877
 
1 (d) ADDRESS OF ISSUER
 STREET 
CITY
STATE
ZIP CODE
(e) TELEPHONE NO
 
2000 Purchase Street
 
 
Purchase

NY

10577
AREA CODE
NUMBER
 
914
249
2000
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD  
(b) RELATIONSHIP TO ISSUER
(c) ADDRESS STREET 
CITY
STATE
ZIP CODE
 
Mastercard Foundation
 
10% stockholder
 
250 Yonge Street, Suite 2400
 
Toronto, Ontario

Canada
 
M5B 2L7
 

INSTRUCTION:  The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
 
3 (a)
(b)
SEC USE ONLY
(c)
(d)
(e)
(f)
(g)
Title of the
Class of
Securities To Be Sold
Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker  who is Acquiring the Securities
Broker-Dealer
File Number
Number of Shares
or Other Units
To Be Sold
(See instr. 3(c))
Aggregate
Market
Value
(See instr. 3(d))
Number of Shares
or Other Units
Outstanding
(See instr. 3(e))
Approximate
Date of Sale
(See instr. 3(f))
(MO.  DAY  YR.)
Name of Each
Securities
Exchange
(See instr. 3(g))
 
Class A common stock, par value $0.0001
 
BMO Nesbitt Burns
1 First Canadian Place
39th Floor, P.O. Box 150
Toronto, ON
Canada
M5X 1H3
 

177,211
 

$63,354,704.61
(as of close on August 5, 2022)
 

958,675,890 (amount outstanding as of July 25, 2022)
 
 
August 8, 2022
 
NYSE
 
INSTRUCTIONS:
 
 
 
 
1.
(a)
Name of issuer
 
3.
(a)
Title of the class of securities to be sold
 
(b)
Issuer's I.R.S. Identification Number
 
 
(b)
Name and address of each broker through whom the securities are intended to be sold
 
(c)
Issuer's S.E.C. file number, if any
 
 
(c)
Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
 
(d)
Issuer's address, including zip code
 
 
(d)
Aggregate market value of the securities to be sold as of a specified date within 10 days prior to filing of this notice
 
(e)
Issuer's telephone number, including area code
 
 
(e)
Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
 
 
 
 
 
(f)
Approximate date on which the securities are to be sold
2.
(a)
Name of person for whose account the securities are to be sold
 
 
(g)
Name of each securities exchange, if any, on which the securities are intended to be sold
 
(b)
Such person's relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
 
 
 
 
 
(c)
Such person's address, including zip code
 
 
 
 
 
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1147 (08-07)
 

 
TABLE I — SECURITIES TO BE SOLD
 
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
 
Title of
the Class
Date you
Acquired
Nature of Acquisition Transaction
Name of Person from Whom Acquired
(If gift, also give date donor acquired)
Amount of
Securities Acquired
Date of
Payment
Nature of Payment
 
Class A common stock, par value $0.0001
 
5/31/06

Gift from issuer
 

Mastercard Incorporated
 

13,496,933(1)
 

N/A

 N/A


INSTRUCTIONS:
 
If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

 

 
TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
 
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.


Name and Address of Seller
Title of Securities Sold
Date of Sale
Amount of
Securities Sold
Gross Proceeds
 
Mastercard Foundation, 250 Yonge Street, Suite 2400, Toronto, Ontario, Canada M5B 2L7

Class A common stock, par value $0.0001
 
 
May 8, 2022 - August 7, 2022
 
531,634

$174,105,946.62
 

EXPLANATION OF RESPONSES:

(1)
The total amount of Class A common stock acquired on May 31, 2006, which is reported above in Table I, does not reflect the 10-for-1 stock split, which was effective as January 22, 2014, for the remaining shares held by Mastercard Foundation.

REMARKS:

 
 
INSTRUCTIONS:
 
ATTENTION:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
 
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.




 


August 8, 2022
   
Mastercard Foundation

By: /s/ Litsa Popowich
 
 
DATE OF NOTICE
   
(SIGNATURE)
         
 
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1
 
The notice shall be signed by the person for whose account the securities are to be sold. At least one
copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.


ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)
 
SEC 1147 (02-08)
 



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