SC 13G/A

0000950123-07-011726.txt : 20070820 0000950123-07-011726.hdr.sgml : 20070820 20070820084703 ACCESSION NUMBER: 0000950123-07-011726 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070820 DATE AS OF CHANGE: 20070820 GROUP MEMBERS: ATTICUS MANAGEMENT LLC GROUP MEMBERS: TIMOTHY R. BARAKETT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MASTERCARD INC CENTRAL INDEX KEY: 0001141391 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 134172551 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79600 FILM NUMBER: 071066602 BUSINESS ADDRESS: STREET 1: 2000 PURCHASE STREET CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142492000 MAIL ADDRESS: STREET 1: 2000 PURCHASE STREET CITY: PURCHASE STATE: NY ZIP: 10577 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Atticus Capital LP CENTRAL INDEX KEY: 0001352265 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-373-0800 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 y38723sc13gza.htm AMENDMENT NO. 2 TO SCHEDULE 13G SC 13G/A


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

MasterCard Incorporated

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)

57636Q104
(CUSIP Number)

August 17, 2007
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages Page 1 of 10 Pages Exhibit Index: Page 9

SCHEDULE 13G/A


CUSIP NO.		57636Q104		PAGE		2		OF		10


1.	Names of Reporting Persons Atticus Capital LP




2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o

3.	SEC Use Only



4.	Citizenship or Place of Organization

	Delaware

		5.	Sole Voting Power

Number of			7,181,494

Shares		6.	Shared Voting Power
Beneficially by
Owned by			0

Each		7.	Sole Dispositive Power
Reporting
Person			7,181,494

With:		8.	Shared Dispositive Power

			0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	7,181,494

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	o

11.	Percent of Class Represented by Amount in Row (9)

	9.0%

12.	Type of Reporting Person (See Instructions)

	PN

SCHEDULE 13G/A


CUSIP NO.		57636Q104		PAGE		3		OF		10


1.	Names of Reporting Persons Atticus Management LLC




2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o

3.	SEC Use Only



4.	Citizenship or Place of Organization:

	Delaware

		5.	Sole Voting Power

Number of			7,181,494

Shares		6.	Shared Voting Power
Beneficially by
Owned by			0

Each		7.	Sole Dispositive Power
Reporting
Person			7,181,494

With:		8.	Shared Dispositive Power

			0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	7,181,494

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	o

11.	Percent of Class Represented by Amount in Row (9)

	9.0%

12.	Type of Reporting Person (See Instructions)

	OO

SCHEDULE 13G/A


CUSIP NO.		57636Q104		PAGE		4		OF		10


1.	Names of Reporting Persons Timothy R. Barakett




2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) o
	(b) o

3.	SEC Use Only



4.	Citizenship or Place of Organization:

	Canada

		5.	Sole Voting Power

Number of Shares			7,181,494

Beneficially by		6.	Shared Voting Power
Owned by
Each			0

Reporting Person		7.	Sole Dispositive Power
With:
			7,181,494

		8.	Shared Dispositive Power

			0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	7,181,494

10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	o

11.	Percent of Class Represented by Amount in Row (9):

	9.0%

12.	Type of Reporting Person (See Instructions)

	HC, IN

SCHEDULE 13G/A


CUSIP NO. 57636Q104		PAGE 5 OF 10 PAGES

TABLE OF CONTENTS


	Item 1(a) Name of Issuer
	Item 1(b) Address of the Issuer’s Principal Executive Offices
	Item 2(a) Name of Person Filing
	Item 2(b) Address of Principal Business Office or, if None, Residence
	Item 2(c) Citizenship
	Item 2(d) Title of Class of Securities
	Item 2(e) CUSIP Number
	Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a
	Item 4. Ownership
	Item 4(a) Amount Beneficially Owned
	Item 4(b) Percent of Class
	Item 4(c) Number of shares as to which such person has
	Item 5. Ownership of Five Percent or Less of a Class
	Item 6. Ownership of More than Five Percent on Behalf of Another Person
	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
	Item 8. Identification and Classification of Members of the Group
	Item 9. Notice of Dissolution of Group
	Item 10. Certification
Signatures
EX-99.A: Power of Attorney


Item 1(a)		Name of Issuer:

		Mastercard Incorporated (the “Issuer”).


Item 1(b)		Address of the Issuer’s Principal Executive Offices:

		2000 Purchase Street Purchase, New York 10577


Item 2(a)		Name of Person Filing:

		This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

		i) Atticus Capital LP (“Atticus Capital”);

		ii) Atticus Management LLC (“Atticus Management”); and

		iii) Timothy R. Barakett (“Mr. Barakett”).


Item 2(b)		Address of Principal Business Office or, if None, Residence:

		The address of the principal business office of the Reporting Persons is 152 West 57th Street, 45th Floor, New York, NY 10019.


Item 2(c)		Citizenship:

		1) Atticus Capital is a Delaware limited partnership;

		2) Atticus Management is a Delaware limited liability company; and

		3) Mr. Barakett is a citizen of Canada.


Item 2(d)		Title of Class of Securities:

		Class A Common Stock, par value $0.0001 per share (the “Shares”).


Item 2(e)		CUSIP Number:

		57636Q104


Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

		This Item 3 is not applicable.

SCHEDULE 13G/A


CUSIP NO. 57636Q104		PAGE 6 OF 10 PAGES


Item 4.		Ownership:


Item 4(a)		Amount Beneficially Owned:

		As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of 7,181,494 Shares.


Item 4(b)		Percent of Class:

As of July 26, 2007, the number of Shares outstanding was 79,837,897 according to the Issuer’s Form 10-Q filed on August 1, 2007. Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.0% of the total number of Shares outstanding.


Item 4(c)	Number of shares as to which such person has:

	Atticus Capital

	(i)	Sole power to vote or to direct the vote	7,181,494

	(ii)	Shared power to vote or to direct the vote	0

	(iii)	Sole power to dispose or to direct the disposition of	7,181,494

	(iv)	Shared power to dispose or to direct the disposition of	0

	Atticus Management

	(i)	Sole power to vote or to direct the vote	7,181,494

	(ii)	Shared power to vote or to direct the vote	0

	(iii)	Sole power to dispose or to direct the disposition of	7,181,494

	(iv)	Shared power to dispose or to direct the disposition of	0

	Mr. Barakett

	(i)	Sole power to vote or to direct the vote	7,181,494

	(ii)	Shared power to vote or to direct the vote	0

	(iii)	Sole power to dispose or to direct the disposition of	7,181,494

	(iv)	Shared power to dispose or to direct the disposition of	0


Item 5.		Ownership of Five Percent or Less of a Class:


		This Item 5 is not applicable.


Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

		This Item 6 is not applicable.

SCHEDULE 13G/A


CUSIP NO. 57636Q104		PAGE 7 OF 10 PAGES


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person:

		This Item 7 is not applicable.


Item 8.		Identification and Classification of Members of the Group.

		This Item 8 is not applicable.


Item 9.		Notice of Dissolution of Group:

		This Item 9 is not applicable.


Item 10.		Certification:

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SCHEDULE 13G/A


CUSIP NO. 57636Q104		PAGE 8 OF 10 PAGES

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: August 20, 2007

ATTICUS CAPITAL LP

By:		Atticus Management LLC,
		its general partner

By:		/s/ Timothy R. Barakett*

		Timothy R. Barakett
		Managing Member

ATTICUS MANAGEMENT LLC

By:		/s/ Timothy R. Barakett*

		Timothy R. Barakett
		Managing Member

TIMOTHY BARAKETT

By:		/s/ Timothy R. Barakett*


*		by Dennis Bertron, attorney-in-fact

SCHEDULE 13G/A


CUSIP NO. 57636Q104		PAGE 9 OF 10 PAGES

EXHIBIT INDEX

A. Power of Attorney, dated June 7, 2007

EX-99.A 2 y38723exv99wa.htm EX-99.A: POWER OF ATTORNEY EX-99.A

SCHEDULE 13G/A


CUSIP NO. 57636Q104		PAGE 10 OF 10 PAGES

EXHIBIT A

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that I, TIMOTHY R. BARAKETT, hereby make, constitute and appoint each of SCOTT KISLIN, DENNIS BERTRON and CHARLES FORTIN, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as chief executive officer of, managing member of or in other capacities with Atticus Capital LP or its general partner, Atticus Management LLC (collectively, “Atticus”), and each of their affiliates, including Atticus UK LLP and Atticus UK Services Ltd., and entities advised by me or Atticus, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of, or otherwise associated with, Atticus or one of its affiliates. Execution of this power of attorney revokes that certain Power of Attorney dated as of January 18, 2007 with respect to substantially the same matters addressed above.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of June 7, 2007.



	/s/ Timothy R. Barakett
	Timothy R. Barakett

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