Statement of Changes in Beneficial Ownership (4)
May 04 2023 - 5:12PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Murphy Timothy H |
2. Issuer Name and Ticker or Trading Symbol
Mastercard Inc
[
MA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Administrative Officer |
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(Last)
(First)
(Middle)
2000 PURCHASE STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/2/2023 |
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(Street)
PURCHASE, NY 10577-2509 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 5/2/2023 | | M | | 26400 (1) | A | $227.25 | 66680.063 | D | |
| Class A Common Stock | 5/2/2023 | | S | | 4300 (1) | D | $371.74 (2) | 62380.063 | D | |
| Class A Common Stock | 5/2/2023 | | S | | 5096 (1) | D | $372.54 (3) | 57284.063 | D | |
| Class A Common Stock | 5/2/2023 | | S | | 2089 (1) | D | $373.57 (4) | 55195.063 | D | |
| Class A Common Stock | 5/2/2023 | | S | | 3059 (1) | D | $374.72 (5) | 52136.063 | D | |
| Class A Common Stock | 5/2/2023 | | S | | 6309 (1) | D | $375.77 (6) | 45827.063 | D | |
| Class A Common Stock | 5/2/2023 | | S | | 5347 (1) | D | $376.49 (7) | 40480.063 | D | |
| Class A Common Stock | 5/2/2023 | | S | | 1217 (1) | D | $377.92 (8) | 39263.063 | D | |
| Class A Common Stock | | | | | | | | 1000 | I | By Child (9) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Employee Stock Option (right to buy) | $227.25 | 5/2/2023 | | M | | | 26400 (1) | (10) | 3/1/2029 | Class A Common Stock | 26400 | $0 | 0 | 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. The pre-planned trading plan was adopted by the reporting person for personal financial management purposes on January 27, 2023. |
| (2) | The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $371.13 to $372.12. 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 $372.14 to $373.11. 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 $373.16 to $374.10. 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 $374.17 to $375.14. 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 $375.20 to $376.19. 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 $376.21 to $377.06. 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 $377.77 to $378.69. 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 previously reported shares held by a child that are no longer deemed to be beneficially owned by the reporting person. |
| (10) | The reporting person was awarded 26,400 employee stock options on March 1, 2019, which had fully vested. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Murphy Timothy H
2000 PURCHASE STREET
PURCHASE, NY 10577-2509 |
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| Chief Administrative Officer |
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Signatures
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| Craig R. Brown, Assistant Corporate Secretary, attorney-in-fact for Timothy H. Murphy pursuant to a power of attorney dated September 16, 2014 | | 5/4/2023 |
| **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). |
| 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 control number. |
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