Miebach Michael Form 4 Filed 2023-01-30

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)
01/27/2023

(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	01/27/2023		M		17,052⁽¹⁾	A	$112.31	52,595.948	D
Class A Common Stock	01/27/2023		S		2,021⁽¹⁾	D	$373.9086⁽²⁾	50,574.948	D
Class A Common Stock	01/27/2023		S		2,905⁽¹⁾	D	$375.0519⁽³⁾	47,669.948	D
Class A Common Stock	01/27/2023		S		4,368⁽¹⁾	D	$375.9934⁽⁴⁾	43,301.948	D
Class A Common Stock	01/27/2023		S		3,699⁽¹⁾	D	$376.932⁽⁵⁾	39,602.948	D
Class A Common Stock	01/27/2023		S		2,059⁽¹⁾	D	$378.0643⁽⁶⁾	37,543.948	D
Class A Common Stock	01/27/2023		S		1,500⁽¹⁾	D	$379.0299⁽⁷⁾	36,043.948	D
Class A Common Stock	01/27/2023		S		500⁽¹⁾	D	$380.218⁽⁸⁾	35,543.948	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

01/27/2023

17,052⁽¹⁾

⁽⁹⁾

03/01/2027

Class A Common Stock

17,052

$ 0

23,552

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. The pre-planned trading plan was adopted by the reporting person for personal financial management purposes on November 29, 2022.
2.	The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $373.40 to $374.32. 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 $374.49 to $375.44. 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 $375.50 to $376.49. 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.	The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $376.54 to $377.32. 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.
6.	The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $377.56 to $378.49. 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.
7.	The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $378.67 to $379.58. 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.
8.	The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $379.83 to $380.50. 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.
9.	The reporting person was awarded 47,104 employee stock options on March 1, 2017, which had fully vested.

	Signatures
	/s/ Craig Brown, as attorney-in-fact for Michael Miebach, pursuant to a power of attorney dated March 19, 2019	01/30/2023
	** Signature of Reporting Person	Date
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