UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
The MasterCard Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF
SHARES
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5
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SOLE VOTING POWER
117,978,688 *
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
0
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
117,978,688 *
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PERSON
WITH
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,978,688 *(1)
(1) As of December 31, 2014.
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.6%(2)
(2) Based on the number of shares outstanding of MasterCard Incorporated's Class A common stock as of October 23, 2014.
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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* Reflects the 10-for-1 stock split for shares of Class A common stock of MasterCard Incorporated, effective as of January 2014.
Item 1. (a) Name of Issuer
MasterCard Incorporated
Item 1. (b) Address of Issuer’s Principal Executive Offices
2000 Purchase Street
Purchase, New York 10577
Item 2.(a) Name of Person Filing
The MasterCard Foundation
Item 2.(b) Address of Principal Business Office or, if None, Residence
The MasterCard Foundation
2 St. Clair Avenue East, Suite 301
Toronto Ontario M4T 2T5
Canada
Item 2.(c) Citizenship
The MasterCard Foundation is incorporated under the laws of Canada.
Item 2.(d) Title of Class of Securities
Class A common stock
Item 2.(e) CUSIP Number
57636Q 10 4
Item 3.
Not applicable.
Item 4. Ownership *
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(a)
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Amount beneficially owned: 117,978,688 (1)
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(b)
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Percent of class: 10.6% (2)
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(c)
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Number of shares as to which the person has:
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(i)
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sole power to vote or to direct the vote: 117,978,688 (1)
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(ii)
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shared power to vote or to direct the vote: 0
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(iii)
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sole power to dispose or to direct the disposition of: 117,978,688 (1)
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(iv)
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shared power to dispose or to direct the disposition of: 0
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(1) As of December 31, 2014
(2) Based on the number of shares outstanding of MasterCard Incorporated’s Class A common stock as of October 23, 2014.
* Reflects the 10-for-1 stock split for shares of Class A common stock of MasterCard Incorporated, effective as January 2014.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 17, 2015
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THE MASTERCARD FOUNDATION
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By:
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/s/ Peggy Woo |
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Name: Peggy Woo |
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Title: Chief Financial Officer |
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