What was the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing was to report the unregistered sale of equity securities, specifically the issuance of Class M common stock to new principal members of MasterCard International Incorporated.

What type of shares were issued and to whom?

The shares issued were Class M common stock. They were issued to new principal members of MasterCard International Incorporated, the company's principal operating subsidiary.

Why were these shares issued without public registration?

Mastercard Incorporated issued these shares in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. The company stated that the issuance, which occurred upon new members joining and executing license agreements, did not constitute a public offering.

Does this issuance affect the publicly traded shares of Mastercard?

This filing pertains to Class M common stock, which is issued to specific principal members and likely has different rights and is not directly traded on public exchanges in the same way as Mastercard's primary common stock. The impact on publicly traded shares would be minimal, as it represents an issuance tied to specific business relationships rather than a general offering.

MA 8-K: Securities & Listing

Summary

This 8-K filing by Mastercard Incorporated (MA) on January 8, 2007, primarily reports on the unregistered sale of equity securities. Specifically, on December 31, 2006, the company issued 46 shares of its Class M common stock to new principal members of its operating subsidiary, MasterCard International Incorporated. These issuances, which occurred in the ordinary course of business, represented more than one percent of the outstanding Class M shares. The issuance of these shares is tied to new principal members joining MasterCard International and executing license agreements. The company asserts that these transactions were exempt from registration under the Securities Act of 1933, specifically Section 4(2), as they were not deemed to involve a public offering. Investors should note that this filing relates to the issuance of a specific class of stock tied to membership and licensing, rather than a broader public offering of common stock.

Key Highlights

1Mastercard Incorporated issued 46 shares of Class M common stock on December 31, 2006.
2The shares were issued to new principal members of MasterCard International Incorporated.
3These issuances were made pursuant to the company's amended and restated Certificate of Incorporation.
4The aggregate number of shares issued exceeded one percent of the Class M shares outstanding.
5The shares were issued upon new members joining MasterCard International and executing license agreements.
6The issuance was conducted in reliance on the exemption from registration under Section 4(2) of the Securities Act of 1933.
7The company stated the transactions did not involve a public offering.

Mastercard Inc 8-K Report, Unregistered Securities Sale (Jan 8, 2007)

Summary

Key Highlights

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