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: Floum Joshua R. (GENERAL COUNSEL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Class A Common Stock	M	4531	—	Acquired	58257	Direct
2012-11-30	Class A Common Stock	M	8504	—	Acquired	66761	Direct
2012-11-30	Class A Common Stock	F	6087	$149.71	Disposed	60674	Direct
2012-12-03	Class A Common Stock	M	33899	—	Acquired	94573	Direct
2012-12-03	Class A Common Stock	S	33899	$150.00	Disposed	60674	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Performance Share Award	$0	M	4531	Disposed		Common Stock (4531)	Direct
2012-11-30	Performance Share Award	$0	M	8504	Disposed		Common Stock (8504)	Direct
2012-12-03	Employee Stock Option (Right to Buy)	$44.00	M	33899	Disposed	2018-03-18	Common Stock (33899)	Direct

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 21, 2012.

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 granted and earned 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.

F5: This option was granted on March 18, 2008 and vested in three installments over a three-year period after the date of grant.