|
o
|
Rule
13d-1(b)
|
|
|
x
|
Rule
13d-1(c)
|
|
|
o
|
Rule
13d-1(d)
|
|
CUSIP
No. 57636Q104
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||||||
|
1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
D.
E. Shaw & Co., L.P.
13-3695715
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|||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
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|||||
|
(a)
|
o
|
|||||
|
(b)
|
o
|
|||||
|
3.
|
SEC
Use Only
|
|||||
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4.
|
Citizenship
or Place of Organization
Delaware
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|||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
-0-
|
||||
|
6.
|
Shared
Voting Power
2,814,527
|
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|
7.
|
Sole
Dispositive Power
-0-
|
|||||
|
8.
|
Shared
Dispositive Power
2,814,527
|
|||||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,814,527
|
|||||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
|
|||||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.4%
|
|||||
|
12.
|
Type
of Reporting Person (See Instructions)
IA,
PN
|
|||||
|
CUSIP
No. 57636Q104
|
||||||
|
1.
|
Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
David
E. Shaw
|
|||||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|||||
|
(a)
|
o
|
|
||||
|
(b)
|
o
|
|||||
|
3.
|
SEC
Use Only
|
|||||
|
4.
|
Citizenship
or Place of Organization
United
States
|
|||||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
-0-
|
||||
|
6.
|
Shared
Voting Power
2,814,527
|
|||||
|
7.
|
Sole
Dispositive Power
-0-
|
|||||
|
8.
|
Shared
Dispositive Power
2,814,527
|
|||||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,814,527
|
|||||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
|
|||||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
3.4%
|
|||||
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|||||
|
Item
1.
|
||
|
(a)
|
Name
of Issuer:
|
|
|
MasterCard
Incorporated
|
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|
(b)
|
Address
of Issuer's Principal Executive Offices:
|
|
|
2000
Purchase
Street
Purchase,
NY
10577
|
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|
Item
2.
|
||
|
(a)
|
Name
of Person Filing:
|
|
|
D.
E. Shaw & Co., L.P.
David
E. Shaw
|
||
|
(b)
|
Address
of Principal Business Office or, if none, Residence:
|
|
|
The
business address for each reporting person is:
120
W. 45th
Street, Tower 45, 39th
Floor
New
York, NY 10036
|
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|
(c)
|
Citizenship:
|
|
|
D.
E. Shaw & Co., L.P. is a limited partnership organized under
the
laws of the state of Delaware.
David
E. Shaw is a citizen of the United States of
America.
|
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|
(d)
|
Title
of Class of Securities:
|
|
|
Common
Stock, $0.0001 par
value
|
||
|
(e)
|
CUSIP
Number:
|
|
|
57636Q104
|
|
Item
3.
|
If
this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c),
check whether the person filing is a:
|
|||
|
Not
Applicable
|
||||
|
Item
4.
|
Ownership
|
|
|
As
of December 31, 2007:
(a)
Amount beneficially owned:
|
||
|
D.
E. Shaw & Co., L.P.:
|
2,814,527
shares
This
is composed of (i) 335,473
shares in the name of D. E. Shaw
Valence Portfolios, L.L.C.,
(ii) 1,675,800 shares that
D. E. Shaw Valence Portfolios,
L.L.C. has the right to
acquire
through the exercise of
listed call options, (iii)
802,454 shares in the
name of D. E. Shaw Oculus Portfolios,
L.L.C., and (iv) 800
shares under the management
of D. E. Shaw Investment Management,
L.L.C.
|
|
David
E. Shaw:
|
2,814,527
shares
This
is composed of (i) 335,473
shares in the name of D. E. Shaw
Valence Portfolios, L.L.C.,
(ii) 1,675,800 shares that
D. E. Shaw Valence Portfolios,
L.L.C. has the right to
acquire
through the exercise of
listed call options, (iii)
802,454 shares in the
name of D. E. Shaw Oculus Portfolios,
L.L.C., and (iv) 800
shares under the management
of D. E. Shaw Investment Management,
L.L.C.
|
|
D.
E. Shaw & Co., L.P.:
|
3.4%
|
|
|
David
E. Shaw:
|
3.4%
|
|
D.
E. Shaw & Co., L.P.:
|
-0-
shares
|
|
|
David
E. Shaw:
|
-0-
shares
|
|
D.
E. Shaw & Co., L.P.:
|
2,814,527
shares
|
|
|
David
E. Shaw:
|
2,814,527
shares
|
|
D.
E. Shaw & Co., L.P.:
|
-0-
shares
|
|
|
David
E. Shaw:
|
-0-
shares
|
|
D.
E. Shaw & Co., L.P.:
|
2,814,527
shares
|
|
|
David
E. Shaw:
|
2,814,527
shares
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
|
|
If
this statement is being filed to report the fact
that as of the date
hereof the reporting person has ceased to be the
beneficial owner of more
than 5 percent of the class of securities, check
the following
[X].
|
||
|
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 or Control Person
|
|
|
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, each of D. E. Shaw & Co., L.P. and
David E. Shaw certify that, to the best of such reporting
person’s 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 such purposes or
effect.
|
||
| D. E. Shaw & Co., L.P. | ||
| |
|
|
| By: | /s/ Rochelle Elias | |
|
Rochelle
Elias
Chief
Compliance Officer
|
||
| David E. Shaw | ||
| |
|
|
| By: | /s/ Rochelle Elias | |
|
Rochelle
Elias
Attorney-in-Fact
for
David E. Shaw
|
||