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 * Seshadri Raj 2. Issuer Name and Ticker or Trading Symbol Mastercard Inc [ MA ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President, Data & Services
(Last)         (First)         (Middle)
2000 PURCHASE STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
4/30/2021
(Street)
PURCHASE, NY 10577
(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)
Code V Amount (A) or (D) Price
Class A Common Stock  4/30/2021    M    7000 (1) A $112.31  16202.33  D   
Class A Common Stock  4/30/2021    S    200 (1) D $375.98  16002.33  D   
Class A Common Stock  4/30/2021    S    400 (1) D $378.175 (2) 15602.33  D   
Class A Common Stock  4/30/2021    S    606 (1) D $379.7074 (3) 14996.33  D   
Class A Common Stock  4/30/2021    S    600 (1) D $380.2667 (4) 14396.33  D   
Class A Common Stock  4/30/2021    S    2284 (1) D $381.9256 (5) 12112.33  D   
Class A Common Stock  4/30/2021    S    2710 (1) D $382.9533 (6) 9402.33  D   
Class A Common Stock  4/30/2021    S    200 (1) D $383.67  9202.33  D   

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)  $112.31  4/30/2021    M        7000 (1)   (7) 3/1/2027  Class A Common Stock  7000.0  $0  10664  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 11, 2021.
(2)  The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $377.74 to $378.62. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
(3)  The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $379.11 to $380.05. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
(4)  The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $380.12 to $380.54. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
(5)  The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $381.46 to $382.42. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
(6)  The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $382.52 to $383.35. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
(7)  The reporting person was awarded 17,664 employee stock options on March 1, 2017, which had fully vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Seshadri Raj
2000 PURCHASE STREET
PURCHASE, NY 10577


President, Data & Services

Signatures
/s/ Craig Brown, as attorney-in-fact for Raj Seshadri, pursuant to a power of attorney dated January 7, 2020 5/3/2021
**Signature of Reporting Person Date