VISA INC. — Director's Dealing 2012

Dec 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2012-11-30

Reporting Person: Buse Elizabeth (GROUP PRESIDENT, APCEMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Class A Common Stock	M	3021	—	Acquired	22531	Direct
2012-11-30	Class A Common Stock	M	8504	—	Acquired	31035	Direct
2012-12-04	Class A Common Stock	S	5427	$148.16	Disposed	25608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Performance Share Award	$0	M	3021	Disposed		Common Stock (3021)	Direct
2012-11-30	Performance Share Award	$0	M	8504	Disposed		Common Stock (8504)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4500	Indirect

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 $148.13 - $148.22, 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: Each restricted stock unit represents a contingent right to receive one share of Visa Inc. common stock or a cash equivalent of its value.

F3: Represents performance share awards granted and earned pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan. The earned performance share award vested in two equal installments on November 30, 2011 and 2012, respectively.

F4: Represents performance share awards earned at the completion of the performance period pursuant to the Visa Inc. 2007 Equity Incentive Compensation Plan. The earned performance share award vests in two equal installments on November 30, 2012 and 2013, respectively.