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 *

Vosburg Craig	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)
President, North America	
(Last)          (First)          (Middle)

2000 PURCHASE STREET	3. Date of Earliest Transaction (MM/DD/YYYY)

10/31/2016		
(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  	10/31/2016  	 	M	  	10120   (1)	A	$42.043  	39836.824  	D  	 	
Class A Common Stock  	10/31/2016  	 	M	  	5640   (1)	A	$24.036  	45476.824  	D  	 	
Class A Common Stock  	10/31/2016  	 	S	  	13360   (1)	D	$107.1433   (2)	32116.824  	D  	 	
Class A Common Stock  	10/31/2016  	 	S	  	2200   (1)	D	$107.7599   (3)	29916.824  	D  	 	
Class A Common Stock  	10/31/2016  	 	S	  	200   (1)	D	$108.741   (4)	29716.824  	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 ro buy)  	$24.036  	10/31/2016  	 	M  	  	  	5640   (1)  	  (5)	3/1/2021  	Class A Common Stock  	5640.0  	$24.036  	0  	D  	 	
Employee Stock Option (right ro buy)  	$42.043  	10/31/2016  	 	M  	  	  	10120   (1)  	  (6)	3/1/2022  	Class A Common Stock  	10120.0  	$42.043  	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 on August 30, 2016.	
(  2) 	The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $106.53 to $107.5089. The reporting person hereby undertakes to provide to the SEC staff, Mastercard Incorporated, or a security holder of Mastercard Incorporated, 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 $107.5345 to $108.4000. The reporting person hereby undertakes to provide to the SEC staff, Mastercard Incorporated, or a security holder of Mastercard Incorporated, 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 $108.6521 to $108.8300. The reporting person hereby undertakes to provide to the SEC staff, Mastercard Incorporated, or a security holder of Mastercard Incorporated, upon request, full information regarding the number of shares sold at each separate price within this range.	
(  5) 	The Reporting Person was awarded 5,640 employee stock options on March 1, 2011, which vested in four equal installments beginning on March 1, 2012.	
(  6) 	The Reporting Person was awarded 10,120 employee stock options on March 1, 2012, which vested in four equal installments beginning on March 1, 2013.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Vosburg Craig
2000 PURCHASE STREET
PURCHASE, NY 10577			President, North America		

Signatures		
Craig Brown, as attorney-in-fact for Craig Vosburg pursuant to a power of attorney dated December 16, 2015		11/2/2016	
** 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.