Miebach Michael Form 4 Filed 2024-03-05

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Miebach Michael

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

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & CEO

(Last)

(First)

(Middle)

2000 PURCHASE STREET

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

(Street)

PURCHASE, NY 10577

(City)

(State)

(Zip)

4. If Amendment, Date 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/01/2024		M		7,851⁽¹⁾	A	$112.31	55,490.948	D
Class A Common Stock	03/01/2024		S		1,800⁽¹⁾	D	$474.7074⁽²⁾	53,690.948	D
Class A Common Stock	03/01/2024		S		3,201⁽¹⁾	D	$475.8739⁽³⁾	50,489.948	D
Class A Common Stock	03/01/2024		S		2,850⁽¹⁾	D	$476.7344⁽⁴⁾	47,639.948	D
Class A Common Stock	03/01/2024		F		4,548⁽⁵⁾	D	$475.7	43,091.948	D
Class A Common Stock	03/01/2024		A		9,855⁽⁶⁾	A	$ 0	52,946.948	D
Class A Common Stock	03/01/2024		F		1,595⁽⁷⁾	D	$475.7	51,351.948	D
Class A Common Stock	03/01/2024		A		30,752⁽⁸⁾	A	$ 0	82,103.948	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$112.31

03/01/2024

7,851⁽¹⁾

⁽⁹⁾

03/01/2027

Class A Common Stock

7,851

$ 0

7,850

Employee Stock Option (right ro buy)

$476.63

03/01/2024

28,241

⁽¹⁰⁾

03/01/2034

Class A Common Stock

28,241

$ 0

28,241

Explanation of Responses:

1.	The transaction was effected pursuant to a pre-planned trading plan entered into in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The pre-planned trading plan was adopted by the reporting person for personal financial management purposes on November 2, 2023.
2.	The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $474.29 to $475.25. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
3.	The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $475.29 to $476.24. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
4.	The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $476.37 to $476.99. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within this range.
5.	Represents withholding of shares to pay tax liability incident to the vesting of restricted stock units.
6.	Award of restricted stock units that will vest in three (3) equal annual installments beginning March 1, 2025.
7.	Represents withholding of shares to pay tax liability incident to the settlement of performance stock units that were fully earned and vested on March 1, 2023, and settled on March 1, 2024.
8.	Represents earned performance stock units granted on March 1, 2021 that contained performance-vesting requirements. The award was fully earned and vested on March 1, 2024, but will settle on March 1, 2025. The award is net withholding of shares to pay tax liability incident to the vesting of the award.
9.	The reporting person was awarded 47,104 employee stock options on March 1, 2017, which had fully vested.
10.	The employee stock options vest in three (3) equal annual installments beginning March 1, 2025.

	Signatures
	Craig Brown, as attorney-in-fact for Michael Miebach, pursuant to a power of attorney dated March 19, 2019	03/05/2024
	** Signature of Reporting Person	Date
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