Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^* BANGA AJAY	2. Issuer Name and Ticker or Trading Symbol Mastercard Inc [ MA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer
(Last) (First) (Middle) 2000 PURCHASE STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/18/2020
(Street) PURCHASE, NY 10577-2509 (City) (State) (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	5/18/2020		M		81533 ⁽¹⁾	A	$51.83	404837 ⁽²⁾	D
Class A Common Stock	5/18/2020		S		14270 ⁽¹⁾	D	$285.5031 ⁽³⁾	390567	D
Class A Common Stock	5/18/2020		S		25858 ⁽¹⁾	D	$286.4626 ⁽⁴⁾	364709	D
Class A Common Stock	5/18/2020		S		13362 ⁽¹⁾	D	$287.389 ⁽⁵⁾	351347	D
Class A Common Stock	5/18/2020		S		8320 ⁽¹⁾	D	$288.735 ⁽⁶⁾	343027	D
Class A Common Stock	5/18/2020		S		19723 ⁽¹⁾	D	$289.6003 ⁽⁷⁾	323304	D
Class A Common Stock								40371 ⁽²⁾	I	By GRAT
Class A Common Stock								35329	I	By Trust

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$51.83	5/18/2020		M			81533 ⁽¹⁾	⁽⁸⁾	3/1/2023	Class A Common Stock	81533.0	$0	163067	D

Explanation of Responses:
(1)	The transactions reported in this Form 4 were effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The pre-planned trading plan was adopted by the reporting person for personal financial management purposes on March 12, 2020.
(2)	As part of routine personal financial management, (1) on May 7, 2020, a Grantor Retained Annuity Trust (GRAT), of which the reporting person is a trustee, transferred 14,639 shares of Class A Common Stock to the reporting person, and (2) on May 8, 2020, the reporting person transferred 25,000 shares of Class A Common Stock to a GRAT of which the reporting person is a trustee. Prior to these transactions, the reporting person directly held 333,665 shares of Class A Common Stock and indirectly held 30,010 shares of Class A Common Stock by GRAT. These transactions are exempt from reporting.
(3)	This transaction was executed in multiple trades at prices ranging from $285.01 to $286.00. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4)	This transaction was executed in multiple trades at prices ranging from $286.055 to $287.035. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(5)	This transaction was executed in multiple trades at prices ranging from $287.06 to $288.00. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(6)	This transaction was executed in multiple trades at prices ranging from $288.17 to $289.13. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(7)	This transaction was executed in multiple trades at prices ranging from $289.19 to $289.82. The price reported reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(8)	The reporting person was awarded 344,600 employee stock options on March 1, 2013, of which 163,067 remain and are fully vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BANGA AJAY 2000 PURCHASE STREET PURCHASE, NY 10577-2509	X		Chief Executive Officer

Signatures
/s/ Craig R. Brown, Assistant Corporate Secretary, attorney-in-fact for Ajaypal S. Banga pursuant to a power of attorney dated September 16, 2014		5/19/2020
^**Signature of Reporting Person		Date