8-KOther Events

Mastercard Inc 8-K Report, Corporate Update (Mar 16, 2012)

Filed March 16, 2012For Securities:MA

Summary

This 8-K filing from Mastercard Inc. (MA) on March 15, 2012, primarily reports on a pre-arranged stock trading plan established by its Chief Financial Officer, Martina Hund-Mejean. The plan, designed in compliance with Rule 10b5-1 and company policies, allows Ms. Hund-Mejean to sell a limited amount of Class A common stock for personal financial and tax planning. This transaction is structured to cover the costs associated with exercising stock options and related taxes, while also involving the sale of additional shares from restricted stock units. Importantly for investors, the filing states that this plan is intended to *increase* Ms. Hund-Mejean's overall net share holdings after the transactions are completed. She will continue to be subject to the company's executive stock ownership guidelines, requiring her to hold a significant amount of company stock relative to her salary. Sales under this plan are scheduled to commence between May 15, 2012, and July 15, 2012, and will be publicly disclosed via Form 4 filings.

Key Highlights

  • 1CFO Martina Hund-Mejean has entered into a Rule 10b5-1 trading plan for personal financial and tax planning.
  • 2The plan involves selling a limited number of Class A common shares.
  • 3Sales are to cover stock option exercise costs and associated taxes.
  • 4The plan also includes the sale of shares from restricted stock unit awards.
  • 5Despite sales, the CFO's overall net share holdings are expected to increase.
  • 6Sales are anticipated to occur between May 15, 2012, and July 15, 2012.
  • 7Transactions will be reported through public Form 4 filings.

Frequently Asked Questions

The primary purpose of this filing is to publicly disclose that Mastercard's Chief Financial Officer, Martina Hund-Mejean, has established a pre-arranged stock trading plan (a 10b5-1 plan) for personal financial and tax planning reasons.

The filing indicates that the plan allows for the sale of a 'limited amount' of shares. While she will be selling some shares to cover option exercise costs and taxes, the plan is structured such that her overall net share holdings are expected to increase, and she remains subject to executive stock ownership guidelines.

Sales under the 10b5-1 plan are expected to begin as early as May 15, 2012, and will conclude no later than July 15, 2012, subject to the plan's specific terms and market conditions.

Any transactions made under this 10b5-1 plan will be publicly disclosed by Mastercard through Form 4 filings with the U.S. Securities and Exchange Commission.