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, U.S. Markets
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2012
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 02/29/2012 A 2,690 (1) A $0.0000 10,958 D
Class A Common Stock 03/01/2012 M 1,990 A $158.03 12,948 D
Class A Common Stock 03/01/2012 S 288 D $418.08 12,660 D
Class A Common Stock 03/01/2012 S 1,990 D $421.1105 (2) 10,670 D
Class A Common Stock 03/01/2012 S 2,402 D $417.6758 (3) 8,268 D
Class A Common Stock 03/02/2012 G V 50 D $0.0000 8,218 D
Class A Common Stock 1,192 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) $158.03 03/01/2012 M 1,990 (4) 03/01/2019 Class A Common Stock 1,990 $0.0000 1,990 D
Employee Stock Option (right to buy) $420.43 03/01/2012 A 5,724 (5) 03/01/2022 Class A Common Stock 5,724 $0.0000 5,724 D
Explanation of Responses:
1. Settlement of performance stock units in shares of Class A Common Stock.
2. Represents the weighted average sales price for price increments ranging from $421.110 to $421.111.
3. Represents the weighted average sales price for price increments ranging from $417.54 to $417.90.
4. The Reporting Person was awarded 7,960 employee stock options on March 1, 2009. The remaining 1,990 employee stock options will vest on March 1, 2013.
5. The employee stock options vest in four equal installments beginning March 1, 2013.
/s/ Bart S. Goldstein attorney in fact for Chris McWilton pursuant to power of attorney dated July 26, 2006 03/02/2012
** 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).
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