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 *

Bhalla Ajay

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)
President Cyber & Intelligence /

(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   6357   D    
Class A Common Stock   106158   I   See footnote below.   (1)

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) 3/1/2021   Class A Common Stock   13480.0   $24.03   D    
Employee Stock Option (right to buy)     (3) 3/1/2012   Class A Common Stock   10120.0   $42.04   D    
Employee Stock Option (right to buy)     (4) 3/1/2023   Class A Common Stock   14200.0   $51.83   D    
Employee Stock Option (right to buy)     (5) 4/1/2024   Class A Common Stock   13996.0   $77.72   D    
Employee Stock Option (right to buy)     (6) 3/1/2025   Class A Common Stock   12292.0   $90.13   D    
Employee Stock Option (right to buy)     (7) 3/1/2026   Class A Common Stock   14128.0   $90.1   D    
Employee Stock Option (right to buy)     (8) 3/1/2027   Class A Common Stock   15896.0   $112.31   D    
Employee Stock Option (right to buy)     (9) 3/1/2028   Class A Common Stock   12224.0   $173.49   D    
Employee Stock Option (right to buy)     (10) 3/1/2029   Class A Common Stock   11784.0   $227.25   D    

Explanation of Responses:
(1)  The shares are held by a family-owned company, controlled by the reporting person.
(2)  The reporting person was awarded 13,480 employee stock options on March 1, 2011, which vested in four equal annual installments beginning on March 1, 2012.
(3)  The reporting person was awarded 10,120 employee stock options on March 1, 2012, which vested in four equal annual installments beginning on March 1, 2013.
(4)  The reporting person was awarded 14,200 employee stock options on March 1, 2013, which vested in four equal annual installments beginning on March 1, 2014.
(5)  The reporting person was awarded 13,996 employee stock options on March 1, 2014, which vested in four equal annual installments beginning on March 1, 2015.
(6)  The reporting person was awarded 12,292 employee stock options on March 1, 2015, which vested in four equal annual installments beginning on March 1, 2016.
(7)  The reporting person was awarded 14,128 employee stock options on March 1, 2016, of which 10,596 have vested. The remaining 3,532 employee stock options will vest on March 1, 2020.
(8)  The reporting person was awarded 15,896 employee stock options on March 1, 2017, of which 7,948 have vested. The remaining 7,948 employee stock options will vest in two equal annual installments beginning on March 1, 2020.
(9)  The reporting person was awarded 12,224 employee stock options on March 1, 2018, of which 3,056 have vested. The remaining 9,168 employee stock options will vest in three equal annual installments beginning on March 1, 2020
(10)  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
Bhalla Ajay
2000 PURCHASE STREET
PURCHASE, NY 10577


President Cyber & Intelligence

Signatures
/s/ Craig R. Brown, Assistant Corporate Secretary, attorney-in-fact for Ajay Bhalla pursuant to a power of attorney dated 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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