SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2012
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
2000 Purchase Street
Purchase, New York
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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|Item 8.01||Other Events|
MasterCard Incorporated (the Company) announced today that Martina Hund-Mejean, Chief Financial Officer, entered into a pre-arranged stock trading plan to sell a limited amount of the Companys shares of the Companys Class A common stock, par value $0.0001 per share (the Class A common stock) for personal financial management purposes, designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Companys insider trading policies regarding stock transactions (the 10b5-1 Plan).
The 10b5-1 Plan allows for the sale of a maximum of approximately 3,600 shares of Class A common stock associated with restricted stock unit awards. The 10b5-1 Plan provides for sales of specified share amounts at specified market prices, subject to specified limitations. Sales pursuant to the 10b5-1 Plan are expected to begin as early as October 8, 2012 and will end no later than December 31, 2012. The 10b5-1 Plan may terminate sooner in accordance with its terms.
Ms. Hund-Mejean will continue to be subject to the Companys executive stock ownership guidelines until reaching the age of 62, whereby she is encouraged to hold at least four times her base salary in stock. For purposes of the stock ownership guidelines, shares of Class A common stock held directly or indirectly by Ms. Hund-Mejean are included; however, restricted stock units, performance stock units and unexercised stock options held are excluded.
Transactions made under the 10b5-1 Plan will be disclosed publicly through Form 4 filings with the U.S. Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 pre-planned stock trading plans of Company officers, nor to report modifications or terminations of the aforementioned 10b5-1 Plan or the plan of any other individual.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 15, 2012
/s/ Noah J. Hanft
Noah J. Hanft
General Counsel and Chief Franchise Integrity