FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Miebach Michael

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/1/2019 

3. Issuer Name and Ticker or Trading Symbol

Mastercard Inc [MA]

(Last)        (First)        (Middle)

2000 PURCHASE STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Product Officer /

(Street)

PURCHASE, NY 10577       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   17781   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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)     (1) 3/1/2025   Class A Common Stock   5422.0   $90.13   D    
Employee Stock Option (right ro buy)     (2) 3/1/2026   Class A Common Stock   25230.0   $90.1   D    
Employee Stock Option (right ro buy)     (3) 3/1/2027   Class A Common Stock   47104.0   $112.31   D    
Employee Stock Option (right ro buy)     (4) 3/1/2028   Class A Common Stock   29952.0   $173.49   D    
Employee Stock Option (right ro buy)     (5) 3/1/2029   Class A Common Stock   26400.0   $227.25   D    

Explanation of Responses:
(1)  The reporting person was awarded employee stock options on March 1, 2015, of which 5,422 remain and are fully vested.
(2)  The reporting person was awarded 33,640 employee stock options on March 1, 2016, of which 25,230 have vested. The remaining 8,410 employee stock options will vest on March 1, 2020.
(3)  The reporting person was awarded 47,104 employee stock options on March 1, 2017, of which 23,552 have vested. The remaining 23,552 employee stock options will vest in two equal annual installments beginning on March 1, 2020.
(4)  The reporting person was awarded 29,952 employee stock options on March 1, 2018, of which 7,488 have vested. The remaining 22,464 employee stock options will vest in three equal annual installments beginning on March 1, 2020.
(5)  The reporting person was awarded 26,400 employee stock options on March 1, 2019 which will vest in four (4) equal annual installments beginning March 1, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Miebach Michael
2000 PURCHASE STREET
PURCHASE, NY 10577


Chief Product Officer

Signatures
Craig Brown, as attorney-in-fact for Michael Miebach, pursuant to a power of attorney dated March 19, 2019 4/4/2019
** 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 5(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 control number.
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