MasterCard : Initial Statement of Beneficial Ownership

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF 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 *	2. Date of Event Requiring		3. Issuer Name and Ticker or Trading Symbol
			Statement (MM/DD/YYYY)
Seshadri Raj			1/1/2020		Mastercard Inc [MA]
(Last)	(First)	(Middle)	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
2000 PURCHASE STREET	_____ Director	_____ 10% Owner
			___X___ Officer (give title below)		_____ Other (specify below)
			President, Data & Services /
	(Street)		5. If Amendment, Date		6. Individual or Joint/Group Filing(Check Applicable Line)
PURCHASE, NY 10577	Original Filed(MM/DD/YYYY)		_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				2. Amount of Securities	3. Ownership	4. Nature of Indirect Beneficial Ownership
(Instr. 4)				Beneficially Owned	Form: Direct	(Instr. 5)
				(Instr. 4)			(D) or Indirect
							(I)
							(Instr. 5)
Class A Common Stock		3619.33	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Date Exercisable and	3. Title and Amount of	4. Conversion	5. Ownership	6. Nature of Indirect
(Instr. 4)	Expiration Date	Securities Underlying	or Exercise	Form of	Beneficial Ownership
	(MM/DD/YYYY)	Derivative Security	Price of	Derivative	(Instr. 5)
			(Instr. 4)		Derivative	Security:
					Security	Direct (D) or
	Date	Expiration	Title	Amount or
		Indirect (I)
	Exercisable	Date		Number of
			(Instr. 5)
				Shares
Employee Stock Option (right	(1)		Class A
3/1/2027	Common	17664.0	$112.31	D
to buy)
		Stock
Employee Stock Option (right	(2)		Class A
3/1/2028	Common	10392.0	$173.49	D
to buy)
		Stock
Employee Stock Option (right	(3)		Class A
3/1/2029	Common	10372.0	$227.25	D
to buy)
		Stock

Explanation of Responses:

1. The reporting person was awarded 17,664 employee stock options on March 1, 2017, of which 8,832 have vested. The remaining 8,832 employee stock options will vest in two equal annual installments beginning on March 1, 2020.
2. The reporting person was awarded 10,392 employee stock options on March 1, 2018, of which 2,598 have vested. The remaining 7,794 employee stock options will vest in three equal annual installments beginning on March 1, 2020.
3. The reporting person was awarded 10,372 employee stock options on March 1, 2019, which will vest in four equal installments beginning on March 1, 2020.

Reporting Owners

Reporting Owner Name / Address		Relationships
Director	10% OwnerOfficer	Other
Seshadri Raj

2000 PURCHASE STREET	President, Data & Services
PURCHASE, NY 10577
Signatures
/s/ Craig Brown, as attorney-in-fact for Raj Seshadri, pursuant to a power of attorney dated January 7, 2020	1/13/2020
	**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 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).
  Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints each of Timothy Murphy, Janet McGinness, Craig Brown, Campbell Agyapong and Kathryn Yonda, signing singly, the undersigned's true and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Mastercard Incorporated (Company), Forms 3, 4 and 5 in accordance with Section 16(a) of the
   Securities Exchange Act of 1934 and the rules thereunder and a Form ID application for access codes to file on EDGAR;
2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Form ID, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in- fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of

the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section

16 of the Securities Exchange Act of 1934 or the rules thereunder.

This Power of Attorney shall remain in full force and effect until the undersigned, after becoming subject to the requirements to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, ceases to be subject to those requirements, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys -in-fact.

In witness whereof, the undersigned has caused this Power of Attorney to be executed as of this 7th day of January, 2020.

/s/Raj Seshadri

State of New York

County of Westchester

Sworn to before me this 7th day of January, 2020

Annamarie DellaFave

Notary Public, State of New York

No. 01DE4868019

Qualified in Westchester County

Cert. Filed in New York County

Commission Expires Aug. 25, 2022