SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Mastercard Inc [ MA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/29/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 04/29/2022 | M | 7,000(1) | A | $112.31 | 17,439.33 | D | |||
| Class A Common Stock | 04/29/2022 | S | 400(1) | D | $362.105(2) | 17,039.33 | D | |||
| Class A Common Stock | 04/29/2022 | S | 333(1) | D | $363.178(3) | 16,706.33 | D | |||
| Class A Common Stock | 04/29/2022 | S | 900(1) | D | $365.5267(4) | 15,806.33 | D | |||
| Class A Common Stock | 04/29/2022 | S | 1,708(1) | D | $366.375(5) | 14,098.33 | D | |||
| Class A Common Stock | 04/29/2022 | S | 400(1) | D | $367.3675(6) | 13,698.33 | D | |||
| Class A Common Stock | 04/29/2022 | S | 1,559(1) | D | $368.5388(7) | 12,139.33 | D | |||
| Class A Common Stock | 04/29/2022 | S | 700(1) | D | $369.6(8) | 11,439.33 | D | |||
| Class A Common Stock | 04/29/2022 | S | 400(1) | D | $370.8325(9) | 11,039.33 | D | |||
| Class A Common Stock | 04/29/2022 | S | 400(1) | D | $373.6675(10) | 10,639.33 | D | |||
| Class A Common Stock | 04/29/2022 | S | 200(1) | D | $376.14(11) | 10,439.33 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | 04/29/2022 | M | 7,000(1) | (12) | 03/01/2027 | Class A Common Stock | 7,000 | $0 | 3,664 | 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 planwas adopted by the reporting person for personal financial management purposes on March 10, 2022. |
| 2. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $361.8500 to $362.4300. 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 $362.9500 to $363.5300. 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 $364.9800 to $365.8300. 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 $366.0200 to $366.8400. 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 $367.0400 to $367.9500. 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 price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $368.0600 to $369.0200. 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. |
| 8. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $369.2000 to $370.0200. 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. |
| 9. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $370.5800 to $370.9700. 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. |
| 10. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $373.5000 to $373.8000. 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. |
| 11. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $376.1400 to $376.1400. 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. |
| 12. The reporting person was awarded 17,664 employee stock options on March 1, 2017, which had fully vested. |
| Remarks: |
| /s/ Craig Brown, as attorney-in-fact for Raj Seshadri, pursuant to a power of attorney dated January 7, 2020 | 05/03/2022 | |
| ** 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 4 (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 Number. | ||