Michael Fraccaro Form 3 MASTERCARD / Michael Fraccaro ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fraccaro Michael

(Last) (First) (Middle)

2000 PURCHASE STREET

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/08/2016

3. Issuer Name and Ticker or Trading Symbol
MASTERCARD INC [ MA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Human Resources Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	8,201.148(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right ro buy)	(2)	03/01/2025	Class A Common Stock	7,228	90.13	D
Employee Stock Option (right ro buy)	(3)	03/01/2026	Class A Common Stock	8,744	90.1	D

Explanation of Responses:

1. Includes the following unvested awards of restricted stock units (RSUs): (1) 2,421 RSUs awarded on March 1, 2014, which will vest on February 28, 2017; (2) 1,417 RSUs awarded on March 1, 2015, which will vest on February 28, 2018; (3) 1,849 RSUs awarded on March 1, 2016, which will vest on February 28, 2019.

2. The reporting person was awarded 7,228 employee stock options on March 1, 2015, of which 1,807 vested on March 1, 2016. The remaining 5,421 employee stock options will vest in three annual installments beginning on March 1, 2017.

3. The reporting person was awarded employee stock options on March 1, 2016, which vest in four equal annual installments, beginning on March 1, 2017.

Remarks:

Ex 24 Power of Attorney

	Craig Brown, as attorney-in-fact for Michael Fraccaro pursuant to a power of attorney dated July 11, 2016	07/14/2016
	** 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 5 (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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