Venkata R Madabhushi Form 4 Mastercard / Venkata R Madabhushi ownership change

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^*

Madabhushi Venkata R

(Last) (First) (Middle)

2000 PURCHASE STREET

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

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)
Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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	03/01/2024		M		7,110(1)	A	$173.49	19,364.79	D
Class A Common Stock	03/01/2024		M		8,927(1)	A	$227.25	28,291.79	D
Class A Common Stock	03/01/2024		S		3,168(1)	D	$474.6412(2)	25,123.79	D
Class A Common Stock	03/01/2024		S		6,913(1)	D	$475.879(3)	18,210.79	D
Class A Common Stock	03/01/2024		S		5,956(1)	D	$476.7021(4)	12,254.79	D
Class A Common Stock	03/01/2024		F		1,032(5)	D	$475.7(5)	11,222.79	D
Class A Common Stock	03/01/2024		A		2,014(6)	A	$0	13,236.79	D
Class A Common Stock	03/01/2024		F		339(7)	D	$475.7	12,897.79	D
Class A Common Stock	03/01/2024		A		6,307(8)	A	$0	19,204.79	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	$173.49	03/01/2024		M			7,110(1)	(9)	03/01/2028	Class A Common Stock	7,110	$0	0	D
Employee Stock Option (right to buy)	$227.25	03/01/2024		M			8,927(1)	(10)	03/01/2029	Class A Common Stock	8,927	$0	6,157	D
Employee Stock Option (right ro buy)	$476.63	03/01/2024		A		5,770		(11)	03/01/2034	Class A Common Stock	5,770	$0	5,770	D

Explanation of Responses:

1. The transaction was 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 November 28, 2023.

2. The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $474.21 to $475.18. 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 $475.25 to $476.24. 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 $476.26 to $477.1. 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. Represents withholding of shares to pay tax liability incident to the vesting of restricted stock units.

6. Award of restricted stock units that will vest in three (3) equal annual installments beginning March 1, 2025.

7. Represents withholding of shares to pay tax liability incident to the settlement of performance stock units that were fully earned and vested on March 1, 2023, and settled on March 1, 2024.

8. Represents earned performance stock units granted on March 1, 2021 that contained performance-vesting requirements. The award was fully earned and vested on March 1, 2024, but will settle on March 1, 2025.

9. The reporting person was awarded 16,504 employee stock options on March 1, 2018, which had fully vested.

10. The reporting person was awarded 15,084 employee stock options on March 1, 2019, which had fully vested.

11. The employee stock options vest in three (3) equal annual installments beginning March 1, 2025.

Remarks:

	Craig Brown, as attorney-in-fact for Venkata Madabhushi pursuant to a power of attorney date April 23, 2019.	03/05/2024
	** 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).
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