As filed with the Securities and Exchange Commission on March 15, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Mastercard Incorporated
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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13-4172551
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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2000 Purchase Street
Purchase, New York 10577
(914)
249-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Timothy Murphy, Esq.
General Counsel
Mastercard Incorporated
2000 Purchase Street
Purchase, New York 10577
Telephone: (914)
249-2000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Corey
R. Chivers, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New
York, New York 10153
(212)
310-8000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this
registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities To Be Registered
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Amount
To Be Registered(1)
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Proposed
Maximum
Offering
Price
Per Security(1)
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Proposed
Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee(2)
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Debt Securities
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Guarantees of Debt Securities(3)
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Preferred Stock, par value $.0001 per share
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Class A Common Stock, par value $.0001 per
share
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Depositary Shares
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Purchase Contracts
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Units
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Warrants
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(1)
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Omitted pursuant to General Instruction II.E. of Form
S-3.
An indeterminate aggregate initial offering price or number of securities of each identified class is being registered
as may from time to time be offered at indeterminate prices.
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(2)
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In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, the Registrant is deferring payment of all of the registration fee. Registration fees will be paid subsequently on a pay as you go
basis.
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(3)
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Guarantees of Mastercard Incorporated may be issued from time to time in connection with debt securities. No separate consideration will be paid with respect to any such guarantees. No separate registration fee is
required under Rule 457(n) with respect to the guarantees being registered.
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