VISA INC. — Director's Dealing 2012

May 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2012-05-15

Reporting Person: PARTRIDGE JOHN (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Class A Common Stock	M	115000	—	Acquired	161660	Direct
2012-05-15	Class A Common Stock	S	115000	$117.08	Disposed	46660	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-15	Employee Stock Option (Right to Buy)	$44.00	M	115000	Disposed	2018-03-18	Common Stock (115000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	885	Indirect
Class A Common Stock	885	Indirect
Class A Common Stock	885	Indirect
Class A Common Stock	885	Indirect
Class A Common Stock	10416	Indirect

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 29, 2012.

F2: The price reported in column 4 is a weighted average price. These shares were disposed of in multiple transactions at prices ranging from $116.45 - $117.84, 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.

F3: This option was granted on March 18, 2008 and vested in three installments over a three-year period after the date of grant.