Michael Miebach - Mar 1, 2024 Form 4 Insider Report for Mastercard Inc (MA)

Role
President & CEO, Director
Signature
Craig Brown, as attorney-in-fact for Michael Miebach, pursuant to a power of attorney dated March 19, 2019
Stock symbol
MA
Transactions as of
Mar 1, 2024
Transactions value $
-$5,776,918
Form type
4
Date filed
3/5/2024, 08:18 PM
Previous filing
Feb 20, 2024
Next filing
Mar 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MA Class A Common Stock Options Exercise $882K +7.85K +16.48% $112.31 55.5K Mar 1, 2024 Direct F1
transaction MA Class A Common Stock Sale -$854K -1.8K -3.24% $474.71 53.7K Mar 1, 2024 Direct F1, F2
transaction MA Class A Common Stock Sale -$1.52M -3.2K -5.96% $475.87 50.5K Mar 1, 2024 Direct F1, F3
transaction MA Class A Common Stock Sale -$1.36M -2.85K -5.64% $476.73 47.6K Mar 1, 2024 Direct F1, F4
transaction MA Class A Common Stock Tax liability -$2.16M -4.55K -9.55% $475.70 43.1K Mar 1, 2024 Direct F5
transaction MA Class A Common Stock Award $0 +9.86K +22.87% $0.00 52.9K Mar 1, 2024 Direct F6
transaction MA Class A Common Stock Tax liability -$759K -1.6K -3.01% $475.70 51.4K Mar 1, 2024 Direct F7
transaction MA Class A Common Stock Award $0 +30.8K +59.88% $0.00 82.1K Mar 1, 2024 Direct F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MA Employee Stock Option (right to buy) Options Exercise $0 -7.85K -50% $0.00 7.85K Mar 1, 2024 Class A Common Stock 7.85K $112.31 Direct F1, F9
transaction MA Employee Stock Option (right ro buy) Award $0 +28.2K $0.00 28.2K Mar 1, 2024 Class A Common Stock 28.2K $476.63 Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The transaction was 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 November 2, 2023.
F2 The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $474.29 to $475.25. 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.
F3 The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $475.29 to $476.24. 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.
F4 The price reported reflects the weighted average price of shares sold in multiple transactions at prices ranging from $476.37 to $476.99. 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.
F5 Represents withholding of shares to pay tax liability incident to the vesting of restricted stock units.
F6 Award of restricted stock units that will vest in three (3) equal annual installments beginning March 1, 2025.
F7 Represents withholding of shares to pay tax liability incident to the settlement of performance stock units that were fully earned and vested on March 1, 2023, and settled on March 1, 2024.
F8 Represents earned performance stock units granted on March 1, 2021 that contained performance-vesting requirements. The award was fully earned and vested on March 1, 2024, but will settle on March 1, 2025. The award is net withholding of shares to pay tax liability incident to the vesting of the award.
F9 The reporting person was awarded 47,104 employee stock options on March 1, 2017, which had fully vested.
F10 The employee stock options vest in three (3) equal annual installments beginning March 1, 2025.