VISA INC. — Director's Dealing 2011

Nov 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2011-11-05

Reporting Person: Sheedy William M. (Group President, Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-05	Class A Common Stock	M	6530	—	Acquired	32581	Direct
2011-11-05	Class A Common Stock	F	5176	$92.64	Disposed	27405	Direct
2011-11-05	Class A Common Stock	A	3373	—	Acquired	30778	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-05	Performance Share Award	$0	M	6530	Disposed		Common Stock (6530)	Direct
2011-11-05	Employee Stock Option (Right to Buy)	$92.64	A	10582	Acquired	2021-11-05	Common Stock (10582)	Direct

Footnotes

F1: Represents restricted stock granted pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan. The restricted stock vests in the three equal installments on each of the first three anniversaries of the date of the grant, subject to earlier vesting in full in limited circumstances specified in the award agreement.

F2: Represents performance share awards granted and earned pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan. The performance shares award earned vests in two equal installments on each of the first two anniversaries of the date earned which were November 5, 2010 and 2011, respectively.

F3: Options vest in three equal installments on each of the first three anniversaries of the date of the grant, subject to earlier vesting in full in limited circumstances as specified in the award agreement.