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 *

Madabhushi Venkata R

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/22/2019 

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 Marketing 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   17378   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)     (1) 3/1/2025   Class A Common Stock   4699.0   $90.13   D    
Employee Stock Option (right to buy)     (2) 3/1/2026   Class A Common Stock   10764.0   $90.1   D    
Employee Stock Option (right to buy)     (3) 3/1/2027   Class A Common Stock   17664.0   $112.31   D    
Employee Stock Option (right to buy)     (4) 3/1/2028   Class A Common Stock   16504.0   $173.49   D    
Employee Stock Option (right to buy)     (5) 3/1/2029   Class A Common Stock   15084.0   $227.25   D    

Explanation of Responses:
(1)  The reporting person was awarded 18,796 employee stock options on March 1, 2015, of which 4,699 remain and are fully vested.
(2)  The reporting person was awarded 21,528 employee stock options on March 1, 2016. Of the remaining 10,764 employee stock options, 5,382 have vested and 5,382 will vest on March 1, 2020.
(3)  The reporting person was awarded 23,552 employee stock options on March 1, 2017. Of the remaining 17,664 employee stock options, 5,888 have vested and the remaining 11,776 will vest in two equal annual installments beginning on March 1, 2020.
(4)  The reporting person was awarded 16,504 employee stock options on March 1, 2018, of which 4,126 have vested. The remaining 12,378 employee stock options will vest in three equal annual installments beginning on March 1, 2020.
(5)  The employee stock options vest in four (4) equal annual installments beginning March 1, 2020.

Remarks:
Exhibit 24 Power of Attorney is attached

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Madabhushi Venkata R
2000 PURCHASE STREET
PURCHASE, NY 10577


Chief Marketing Officer

Signatures
Craig Brown, as attorney-in-fact for Venkata Madabhushi pursuant to a power of attorney date April 23, 2019. 4/26/2019
** 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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