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 *

Froman Michael B. G.

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)
V Chair & Pres Strategic Grwth /

(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   8759   (1) 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 to buy)     (2) 3/1/2029   Class A Common Stock   28284.0   $227.25   D    

Explanation of Responses:
(1)  Includes an unvested award of 8,721 restricted stock units awarded pursuant to the terms of a stockholder-approved plan on April 16, 2018, which will vest on April 16, 2020.
(2)  The reporting person was awarded 28,284 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
Froman Michael B. G.
2000 PURCHASE STREET
PURCHASE, NY 10577


V Chair & Pres Strategic Grwth

Signatures
Craig Brown, as attorney-in-fact for Michael Froman, pursuant to a power of attorney dated March 21, 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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