Michael Miebach Form 3 Mastercard / Michael Miebach 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^*

Miebach Michael

(Last) (First) (Middle)

2000 PURCHASE STREET

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2019

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 Product 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	17,781	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)	(1)	03/01/2025	Class A Common Stock	5,422	90.13	D
Employee Stock Option (right ro buy)	(2)	03/01/2026	Class A Common Stock	25,230	90.1	D
Employee Stock Option (right ro buy)	(3)	03/01/2027	Class A Common Stock	47,104	112.31	D
Employee Stock Option (right ro buy)	(4)	03/01/2028	Class A Common Stock	29,952	173.49	D
Employee Stock Option (right ro buy)	(5)	03/01/2029	Class A Common Stock	26,400	227.25	D

Explanation of Responses:

1. The reporting person was awarded employee stock options on March 1, 2015, of which 5,422 remain and are fully vested.

2. The reporting person was awarded 33,640 employee stock options on March 1, 2016, of which 25,230 have vested. The remaining 8,410 employee stock options will vest on March 1, 2020.

3. The reporting person was awarded 47,104 employee stock options on March 1, 2017, of which 23,552 have vested. The remaining 23,552 employee stock options will vest in two equal annual installments beginning on March 1, 2020.

4. The reporting person was awarded 29,952 employee stock options on March 1, 2018, of which 7,488 have vested. The remaining 22,464 employee stock options will vest in three equal annual installments beginning on March 1, 2020.

5. The reporting person was awarded 26,400 employee stock options on March 1, 2019 which will vest in four (4) equal annual installments beginning March 1, 2020.

Remarks:

	Craig Brown, as attorney-in-fact for Michael Miebach, pursuant to a power of attorney dated March 19, 2019	04/04/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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