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)
Executive Chairman
(Last)         (First)         (Middle)
2000 PURCHASE STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
5/13/2021
(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)
Code V Amount (A) or (D) Price
Class A Common Stock  5/18/2021    G   V 2743 (1) D $0  257776 (2) D   
Class A Common Stock  5/13/2021    G   V 18142 (1) D $0  35487  I  By Trust 
Class A Common Stock  5/13/2021    G   V 18142 (1) A $0  33142  I  By Trust (Spouse) 
Class A Common Stock                 76051 (2) I  By GRAT 

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

Explanation of Responses:
(1)  The transactions reported in this form were entered into by the reporting person as part of routine personal financial management.
(2)  On May 11-12, 2021, a Grantor Retained Annuity Trust (GRAT), of which the reporting person is a trustee, transferred 8,671 shares of Class A Common Stock to the reporting person and the reporting person transferred 25,000 shares of Class A Common Stock to a GRAT of which the reporting person is a trustee. These transactions were part of routine financial management and were exempt from reporting.

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

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 5/18/2021
**Signature of Reporting Person Date
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