Initial Statement of Beneficial Ownership (3)
April 26 2019 - 3:00PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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1. Name and Address of Reporting Person
*
Cairns Ann
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/22/2019
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3. Issuer Name
and
Ticker or Trading Symbol
Mastercard Inc [MA]
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(Last)
(First)
(Middle)
2000 PURCHASE STREET
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Vice Chairman /
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(Street)
PURCHASE, NY 10577-2509
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Class A Common Stock
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82270
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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(2)
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3/1/2024
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Class A Common Stock
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54371.0
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$77.72
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D
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Employee Stock Option (right ro buy)
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(3)
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3/1/2025
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Class A Common Stock
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75188.0
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$90.13
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D
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Employee Stock Option (right to buy)
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(4)
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3/1/2026
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Class A Common Stock
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87460.0
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$90.1
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D
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Employee Stock Option (right to buy)
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(5)
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3/1/2027
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Class A Common Stock
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83608.0
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$112.31
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D
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Employee Stock Option (right to buy)
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(6)
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3/1/2028
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Class A Common Stock
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43400.0
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$173.49
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D
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Explanation of Responses:
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(1)
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Includes an unvested award of 11,182 restricted stock units awarded on March 1, 2019 pursuant to the terms of a stockholder-approved plan, which will vest on February 28, 2022.
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(2)
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The reporting person was awarded 83,976 employee stock options on March 1, 2014, of which 54,371 remain and are fully vested.
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(3)
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The reporting person was awarded 75,188 employee stock options on March 1, 2015, which vested in four equal installments beginning on March 1, 2016.
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(4)
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The reporting person was awarded 87,460 employee stock options on March 1, 2016, of which 65,595 have vested. The remaining 21,865 employee stock options will vest on March 1, 2020.
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(5)
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The reporting person was awarded 83,608 employee stock options on March 1, 2017, of which 41,804 have vested. The remaining 41,804 employee stock options will vest in two equal annual installments beginning on March 1, 2020.
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(6)
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The reporting person was awarded 43,400 employee stock options on March 1, 2018, of which 10,850 have vested. The remaining 32,550 employee stock options will vest in three equal annual installments beginning on March 1, 2020
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Remarks:
Exhibit 24 Power of Attorney is attached
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Cairns Ann
2000 PURCHASE STREET
PURCHASE, NY 10577-2509
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Vice Chairman
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Signatures
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/s/ Craig R. Brown, Assistant Corporate Secretary, attorney-in-fact for Ann Cairns pursuant to a power of attorney dated April 23, 2019
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4/26/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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