VISA INC. — Director's Dealing 2012

May 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2012-05-24

Reporting Person: SHANAHAN WILLIAM S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-24	Class A Common Stock	S	27000	$119.14	Disposed	38417	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1889	Direct

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were disposed of in multiple transactions at prices ranging from $118.77-$119.48, inclusive. The reporting person undertakes to provide to Visa Inc., any security holder of Visa Inc., or the staff of the Securities & Exchange Commission, upon request, full information regarding the number of shares disposed of at each separate price within the ranges set forth in this Form 4.

F2: Since the date of the reporting person's last ownership report, 10,705 shares which were previously held directly were transferred to the William S Shanahan Revocable Trust, of which Mr. Shanahan is the sole trustee and beneficiary.