Verma Richard R. Form 3 Mastercard / Richard R. Verma 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^*

Verma Richard R.

(Last) (First) (Middle)

2000 PURCHASE STREET

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2021

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)
General Counsel

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	5,416(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)	03/01/2031	Class A Common Stock	1,636	362.9	D

Explanation of Responses:

1. Includes the following unvested awards of restricted stock units (RSUs) pursuant to the terms of a stockholder-approved stock plan: (1) 4,370 RSUs awarded on October 13, 2020, 2,622 of which will vest on October 13, 2021, and 874 of which will vest on each of October 13, 2022 and October 13, 2023; and (2) 1,046 RSUs awarded March 1, 2021, which will vest in four equal annual installments beginning on March 1, 2022.

2. The reporting person was awarded 1,636 employee stock options on March 1, 2021 that will vest in four equal annual installments beginning on March 1, 2022.

Remarks:

Exhibit 24 Power of Attorney is attached.

	/s/ Craig Brown, as attorney-in-fact for Richard R. Verma, pursuant to a power of attorney dated April 13, 2021	04/19/2021
	** 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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