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*
McWilton Chris

(Last) (First) (Middle)
2000 PURCHASE STREET

(Street)
PURCHASE NY 10577-2509

(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)
President, North America
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2014
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 08/07/2014 M 9,314 A $23.274 35,364(1) D
Class A Common Stock 08/07/2014 S 9,314 D $75.5 26,050 D
Class A Common Stock 08/11/2014 M 6,906 A $23.274 32,956 D
Class A Common Stock 08/11/2014 S 6,906 D $75.56 26,050 D
Class A Common Stock 15,000(2) I Held in GRAT
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) $23.274 08/07/2014 M 9,314 (3) 03/01/2020 Class A Common Stock 9,314 $0.0000 39,346 D
Employee Stock Option (right to buy) $23.274 08/11/2014 M 6,906 (3) 03/01/2020 Class A Common Stock 6,906 $0.0000 32,440 D
Explanation of Responses:
1. On June 9, 2014, the reporting person transferred 15,000 shares of Class A Common Stock to a Grantor Retained Annuity Trust (GRAT) of which the reporting person is a trustee. Prior to the transfer into the GRAT, the reporting person held 41,050 shares of Class A Common Stock.
2. Prior to the transfer to the GRAT of 15,000 shares of Class A Common Stock on June 9, 2014, no shares of Class A Common Stock were held in a GRAT by the reporting person.
3. The reporting person was awarded 64,880 employee stock options on March 1, 2010, which vested in four equal annual installments.
Craig R. Brown, Attorney in Fact for Chris McWilton pursuant to Power of Attorney dated October 3, 2012 08/11/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.