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*
Flood Gary J

(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, Gl Prod & Solutions
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 M 4,776 A $190 17,719 D
Class A Common Stock 02/29/2012 M 3,618 A $158.03 21,337 D
Class A Common Stock 02/29/2012 M 2,678 A $106.29 24,015 D
Class A Common Stock 02/29/2012 A 2,445 (1) A $0.0000 26,460 D
Class A Common Stock 02/29/2012 M 1,622 A $232.74 28,082 D
Class A Common Stock 02/29/2012 S 315 D $423.009 27,767 D
Class A Common Stock 02/29/2012 S 1,578 D $424.1276 (2) 26,189 D
Class A Common Stock 02/29/2012 S 1,622 D $424.0192 (3) 24,567 D
Class A Common Stock 02/29/2012 S 2,040 D $423.7507 (4) 22,527 D
Class A Common Stock 02/29/2012 S 2,678 D $423.984 19,849 D
Class A Common Stock 02/29/2012 S 4,461 D $422.4985 (5) 15,388 D
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) $106.29 02/29/2012 M 2,678 (6) 03/01/2017 Class A Common Stock 2,678 $0.0000 0.0000 D
Employee Stock Option (right to buy) $190 02/29/2012 M 4,776 (7) 03/01/2018 Class A Common Stock 4,776 $0.0000 1,592 D
Employee Stock Option (right to buy) $158.03 02/29/2012 M 3,618 (8) 03/01/2019 Class A Common Stock 3,618 $0.0000 3,618 D
Employee Stock Option (right to buy) $232.74 02/29/2012 M 1,622 (9) 03/01/2020 Class A Common Stock 1,622 $0.0000 4,866 D
Employee Stock Option (right to buy) $420.43 03/01/2012 A 6,064 (10) 03/01/2022 Class A Common Stock 6,064 $0.0000 6,064 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 $424.053 to $424.154.
3. Represents the weighted average sales price for price increments ranging from $424.06 to $424.0010.
4. Represents the weighted average sales price for price increments ranging from $423.72 to $423.991.
5. Represents the weighted average sales price for price increments ranging from $422.10 to $422.9180.
6. The Reporting Person was awarded 10,712 employee stock options on March 1, 2007.
7. The reporting person was awarded 6,368 employee stock options on March 1, 2008.
8. The reporting person was awarded 7,236 employee stock options on March 1, 2009. The remaining 1,809 unvested employee stock options will vest on March 1, 2013.
9. The reporting person was awarded 6,488 employee stock options on March 1, 2010. The remaining 3,244 unvested employee stock options will vest in two equal annual installments beginning on March 1, 2013.
10. The employee stock options vest in four equal installments beginning March 1, 2013.
/s/ Craig R. Brown, Attorney in Fact for Gary J. Flood pursuant to Power of Attorney dated November 9, 2007. 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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