VISA INC. — Director's Dealing 2012

Nov 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2012-11-19

Reporting Person: RICHEY ELLEN (CHIEF ENTERPRISE RISK OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-19	Class A Common Stock	A	13732	—	Acquired	15195	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-19	Employee Stock Option (Right to Buy)	$145.65	A	10640	Acquired	2022-11-19	Common Stock (10640)	Direct
2012-11-19	Restricted Stock Units	$	A	2832	Acquired	2022-11-19	Common Stock (2832)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	11292	Indirect

Footnotes

F1: Represents restricted stock granted pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan. The restricted stock vests 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 specified in the award agreement.

F2: 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.

F3: Each restricted stock unit represents a contingent right to receive one share of Visa Inc. common stock or a cash equivalent of its value. The restricted stock units 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.