Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Bhalla Ajay
2. Date of Event Requiring Statement (Month/Day/Year)
04/22/2019
3. Issuer Name and Ticker or Trading Symbol
Mastercard Inc [MA]
(Last)
(First)
(Middle)
2000 PURCHASE STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President Cyber & Intelligence
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PURCHASE, NY 10577
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 6,357
D
 
Class A Common Stock 106,158
I
See footnote below. (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 03/01/2021 Class A Common Stock 13,480 $ 24.03 D  
Employee Stock Option (right to buy)   (3) 03/01/2012 Class A Common Stock 10,120 $ 42.04 D  
Employee Stock Option (right to buy)   (4) 03/01/2023 Class A Common Stock 14,200 $ 51.83 D  
Employee Stock Option (right to buy)   (5) 04/01/2024 Class A Common Stock 13,996 $ 77.72 D  
Employee Stock Option (right to buy)   (6) 03/01/2025 Class A Common Stock 12,292 $ 90.13 D  
Employee Stock Option (right to buy)   (7) 03/01/2026 Class A Common Stock 14,128 $ 90.1 D  
Employee Stock Option (right to buy)   (8) 03/01/2027 Class A Common Stock 15,896 $ 112.31 D  
Employee Stock Option (right to buy)   (9) 03/01/2028 Class A Common Stock 12,224 $ 173.49 D  
Employee Stock Option (right to buy)   (10) 03/01/2029 Class A Common Stock 11,784 $ 227.25 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bhalla Ajay
2000 PURCHASE STREET
PURCHASE, NY 10577
      President Cyber & Intelligence  

Signatures

/s/ Craig R. Brown, Assistant Corporate Secretary, attorney-in-fact for Ajay Bhalla pursuant to a power of attorney dated April 23, 2019. 04/26/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares are held by a family-owned company, controlled by the reporting person.
(2) The reporting person was awarded 13,480 employee stock options on March 1, 2011, which vested in four equal annual installments beginning on March 1, 2012.
(3) The reporting person was awarded 10,120 employee stock options on March 1, 2012, which vested in four equal annual installments beginning on March 1, 2013.
(4) The reporting person was awarded 14,200 employee stock options on March 1, 2013, which vested in four equal annual installments beginning on March 1, 2014.
(5) The reporting person was awarded 13,996 employee stock options on March 1, 2014, which vested in four equal annual installments beginning on March 1, 2015.
(6) The reporting person was awarded 12,292 employee stock options on March 1, 2015, which vested in four equal annual installments beginning on March 1, 2016.
(7) The reporting person was awarded 14,128 employee stock options on March 1, 2016, of which 10,596 have vested. The remaining 3,532 employee stock options will vest on March 1, 2020.
(8) The reporting person was awarded 15,896 employee stock options on March 1, 2017, of which 7,948 have vested. The remaining 7,948 employee stock options will vest in two equal annual installments beginning on March 1, 2020.
(9) The reporting person was awarded 12,224 employee stock options on March 1, 2018, of which 3,056 have vested. The remaining 9,168 employee stock options will vest in three equal annual installments beginning on March 1, 2020
(10) The employee stock options vest in four (4) equal annual installments beginning March 1, 2020.
 
Remarks:
Exhibit 24 Power of Attorney is attached

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