Statement of Changes in Beneficial Ownership (4)

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

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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

1. Name and Address of Reporting Person * Stanton Kevin	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 Transformation Officer
(Last)          (First)          (Middle) 2000 PURCHASE STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 4/12/2021
(Street) PURCHASE, NY 10577 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	4/12/2021		M		14800 (1)	A	$90.10	31091.528	D
Class A Common Stock	4/12/2021		M		12567 (1)	A	$112.31	43658.528	D
Class A Common Stock	4/12/2021		S		7784 (1)	D	$376.6923 (2)	35874.528	D
Class A Common Stock	4/12/2021		S		10257 (1)	D	$377.6308 (3)	25617.528	D
Class A Common Stock	4/12/2021		S		3336 (1)	D	$378.7518 (4)	22281.528	D
Class A Common Stock	4/12/2021		S		5975 (1)	D	$379.6074 (5)	16306.528	D
Class A Common Stock	4/12/2021		S		1700 (1)	D	$380.6147 (6)	14606.528	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	$90.1	4/12/2021		M			14800 (1)	(7)	3/1/2026	Class A Common Stock	14800.0	$0	0	D
Employee Stock Option (right to buy)	$112.31	4/12/2021		M			12567 (1)	(8)	3/1/2027	Class A Common Stock	12567.0	$0	19229	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 February 23, 2021.
(2)	The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $376.1600 to $377.1500 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 $377.1700 to $378.0800 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 $378.1900 to $379.1800 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 $379.1900 to $380.1800. 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 $380.3300 to $380.9200 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 reporting person was awarded 29,600 employee stock options on March 1, 2016, which had fully vested.
(8)	The reporting person was awarded 31,796 employee stock options on March 1, 2017, of which 19,229 remain and are fully vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Stanton Kevin 2000 PURCHASE STREET PURCHASE, NY 10577			Chief Transformation Officer

Signatures
Craig Brown, as attorney-in-fact for Kevin Stanton pursuant to a power of attorney dated April 23, 2019.		4/13/2021
**Signature of Reporting Person		Date