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

(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, Products & Services
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2008
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 07/02/2008 M 4,904(1) A $39 43,637(2) D
Class A Common Stock 07/02/2008 M 2,678(1) A $106.29 46,315 D
Class A Common Stock 07/02/2008 S 200(1) D $251.77 46,115 D
Class A Common Stock 07/02/2008 S 100(1) D $252.08 46,015 D
Class A Common Stock 07/02/2008 S 578(1) D $253.7151(3) 45,437 D
Class A Common Stock 07/02/2008 S 304(1) D $254.345(4) 45,133 D
Class A Common Stock 07/02/2008 S 300(1) D $255.5633(5) 44,833 D
Class A Common Stock 07/02/2008 S 100(1) D $256.98 44,733 D
Class A Common Stock 07/02/2008 S 600(1) D $258.8293(6) 44,133 D
Class A Common Stock 07/02/2008 S 500(1) D $259.382(7) 43,633 D
Class A Common Stock 07/02/2008 S 1,000(1) D $260.309(8) 42,633 D
Class A Common Stock 07/02/2008 S 700(1) D $261.3143(9) 41,933 D
Class A Common Stock 07/02/2008 S 900(1) D $262.2444(10) 41,033 D
Class A Common Stock 07/02/2008 S 300(1) D $263.96 40,733 D
Class A Common Stock 07/02/2008 S 300(1) D $264.5633(11) 40,433 D
Class A Common Stock 07/02/2008 S 800(1) D $265.4975(12) 39,633 D
Class A Common Stock 07/02/2008 S 100(1) D $266.02 39,533 D
Class A Common Stock 07/02/2008 S 300(1) D $267.7937(13) 39,233 D
Class A Common Stock 07/02/2008 S 300(1) D $268.61(14) 38,933 D
Class A Common Stock 07/02/2008 S 200(1) D $269(15) 38,733 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
Class A Common Stock $39 07/02/2008 M 4,904(1) (16) 05/25/2016 Class A Common Stock 4,904 $0 9,808 D
Class A Common Stock $106.29 07/02/2009 M 2,678(1) (17) 03/01/2017 Class A Common Stock 2,678 $0 8,034 D
Explanation of Responses:
1. The transactions reported in this Form 4 were effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 and previously referrenced in a MasterCard Incorporated Form 8-K filed on May 6, 2008. The pre-planned trading plan was adopted by the reporting person on May 2, 2008.
2. The total number of securities beneficially owned by the Reporting Person following this reported transaction has been decreased by a total of 3,765 shares. This is intended to correct an adminstrative error in Column 2 of Table I (Non-Derivative Securities Beneficially Owned) in the Reporting Person's Form 3, filed on November 15, 2007. The shares being deducted represent withholding of shares to pay tax liability incident to the vesting of restricted stock units on December 31, 2006, pursuant to the terms of a stockholder-approved stock plan and prior to the Reporting Person having become subject to the filing obligations of Section 16 of the Securities Exchange Act of 1934.
3. Represents the weighted average sales price for price increments ranging from $253.58 to $253.99.
4. Represents the weighted average sales price for price increments ranging from $254.00 to $254.52.
5. Represents the weighted average sales price for price increments ranging from $255.06 to $255.89.
6. Represents the weighted average sales price for price increments ranging from $258.70 to $258.97.
7. Represents the weighted average sales price for price increments ranging from $259.34 to $259.41.
8. Represents the weighted average sales price for price increments ranging from $260.06 to $260.68.
9. Represents the weighted average sales price for price increments ranging from $261.11 to $261.52.
10. Represents the weighted average sales price for price increments ranging from $262.00 to $262.72.
11. Represents the weighted average sales price for price increments ranging from $264.25 to $264.92.
12. Represents the weighted average sales price for price increments ranging from $265.28 to $265.86.
13. Represents the weighted average sales price for price increments ranging from $267.69 to $267.99.
14. Represents the weighted average sales price for price increments ranging from $268.09 to $268.87.
15. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
16. The Reporting Person was awarded 19,616 options on May 25, 2006. The remaining 9,808 options will vest in two equal annual installments beginning on May 25, 2009.
17. The Reporting Person was awarded 10,712 options on March 1, 2007. The remaining 8,034 options will vest in three equal annual installments beginning on March 1, 2009.
/s/ Bart S. Goldstein attorney in fact for Gary J. Flood pursuant to Power of Attorney dated November 9, 2007 07/07/2008
** 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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