SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lambert Jorn

(Last)

(First)

(Middle)

2000 PURCHASE STREET

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/09/2024

3. Issuer Name and Ticker or Trading Symbol
Mastercard Inc [ MA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Product Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	8,183.337⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	03/01/2030	Class A Common Stock	2,440	$290.25	D
Employee Stock Option (right to buy)	⁽³⁾	03/01/2031	Class A Common Stock	2,072	$362.9	D
Employee Stock Options (right to buy)	⁽⁴⁾	03/01/2032	Class A Common Stock	3,682	$344.48	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/01/2033	Class A Common Stock	3,653	$353.5	D
Employee Stock Options (right to buy)	⁽⁶⁾	03/01/2034	Class A Common Stock	3,280	$476.63	D

Explanation of Responses:

1. Includes (1) 4,344 unvested restricted stock units (RSUs), which vest as follows: (i) 448 RSUs which will vest on March 1, 2025, (ii) 1,892 RSUs which will vest in two equal annual installments beginning on December 5, 2024, (iii) 859 RSUs, of which 429 will vest on March 1, 2025 and 430 will vest on March 1, 2026, and (iv) 1,145 RSUs which will vest in three equal annual installments beginning on March 1, 2025; and (2) 2,663 earned performance stock units granted on March 1, 2021 that contained performance-vesting requirements (this award was fully earned and vested on March 1, 2024, but will settle on March 1, 2025).

2. The reporting person was awarded 2,440 employee stock options on March 1, 2020, which are fully vested.

3. The reporting person was awarded 2,072 employee stock options on March 1, 2021, of which 1,554 have vested and 518 will vest on March 1, 2025.

4. The reporting person was awarded 3,682 employee stock options on March 1, 2022, of which 2,454 have vested and 1,228 will vest on March 1, 2025.

5. The reporting person was awarded 3,653 employee stock options on March 1, 2023, of which 1,217 have vested and 2,436 will vest in equal installments over two years beginning March 1, 2025.

6. The reporting person was awarded 3,280 employee stock options on March 1, 2024, which will vest in three equal annual installments beginning March 1, 2025.

Remarks:

	/s/ Craig Brown, as attorney-in-fact for Jorn Lambert, pursuant to a power of attorney dated April 3, 2024	04/11/2024
	** 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 5 (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.