Form 8-K




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): December 31, 2006


MasterCard Incorporated

(Exact name of registrant as specified in its charter)




   001-32877    13-4172551

(State or other jurisdiction

of incorporation)

File Number)

(IRS Employer

Identification No.)



2000 Purchase Street

Purchase, New York

(Address of principal executive offices)    (Zip Code)


(914) 249-2000

(Registrant’s 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):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 3.02 Unregistered Sales of Equity Securities

On December 31, 2006, MasterCard Incorporated (the “Company”), in the ordinary course of its business, issued 46 shares of its Class M common stock to new principal members of MasterCard International Incorporated (“MasterCard”), its principal operating subsidiary, pursuant to the amended and restated Certificate of Incorporation of the Company (the “Charter”). In the aggregate, these issuances were more than one percent of the Class M shares outstanding. Pursuant to Article IV, Section 4.3(G) of the Charter, the Company issues a share of Class M common stock upon each principal member of MasterCard becoming a member and executing a license agreement with MasterCard.

The shares of Class M common stock were issued in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, on the basis that the transaction, the issuance of a share upon the issuance of a license, did not involve any public offering.



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: January 8, 2007                            

  By /s/  Noah J. Hanft                                

        Noah J. Hanft

        General Counsel And Secretary