Ownership Submission
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 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 *
Garrow Ronald E
   2. Issuer Name and Ticker or Trading Symbol
MASTERCARD INC [MA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Human Resources Officer
(Last)
(First)
(Middle)
2000 PURCHASE STREET		 3. Date of Earliest Transaction (Month/Day/Year)
04/04/2016
(Street)

PURCHASE, NY 10577-2509		 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 04/04/2016   M   2,110 A $ 42.04 10,712 D  
Class A Common Stock 04/04/2016   M   3,550 A $ 51.83 14,262 D  
Class A Common Stock 04/04/2016   M   4,374 A $ 77.72 18,636 D  
Class A Common Stock 04/04/2016   S   10,034 (1) D $ 95.75 (2) 8,602 D  

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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 Underlying Securities
(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) $ 42.04 04/04/2016   M   2,110     (3) 03/01/2022 Class A Common Stock 2,110 $ 0 0 D  
Employee Stock Option (right to buy) $ 51.83 04/04/2016   M   3,550     (4) 03/01/2023 Class A Common Stock 3,550 $ 0 3,550 D  
Employee Stock Option (right to buy) $ 77.72 04/04/2016   M   4,374     (5) 03/01/2024 Class A Common Stock 4,374 $ 0 8,746 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Garrow Ronald E
2000 PURCHASE STREET
PURCHASE, NY 10577-2509		       Chief Human Resources Officer  

Signatures

 Craig R. Brown, Assistant Corporate Secretary, as attorney-in-fact for Ronald E. Garrow pursuant to a power of attorney dated September 16, 2014   04/06/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 and previously referenced in a MasterCard Incorporated Form 8-K filed on February 9, 2016. The pre-planned trading plan was adopted by the reporting person on February 3, 2016.
(2) Represents the weighted average sales price for price increments ranging from $95.6000 to $96.1000.
(3) The reporting person was awarded 8,440 employee stock options on March 1, 2012, which vested in four equal installments beginning on March 1, 2013.
(4) The reporting person was awarded 14,200 employee stock options on March 1, 2013, of which 10,650 previously vested. The remaining 3,550 employee stock options will vest on March 1, 2017.
(5) The reporting person was awarded 17,496 employee stock options on March 1, 2014, of which 8,746 previously vested. The remaining 8,746 employee stock options will vest in two equal annual installments beginning on March 1, 2017.

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