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: JENKYN OLIVER (GROUP EXECUTIVE - N. AMERICA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Class A Common Stock	M	2417	—	Acquired	38555	Direct
2012-11-30	Class A Common Stock	M	6682	—	Acquired	45237	Direct
2012-11-30	Class A Common Stock	F	4249	$149.71	Disposed	40988	Direct
2012-12-04	Class A Common Stock	M	4522	—	Acquired	45510	Direct
2012-12-04	Class A Common Stock	M	3752	—	Acquired	49262	Direct
2012-12-04	Class A Common Stock	M	2708	—	Acquired	51970	Direct
2012-12-04	Class A Common Stock	S	10982	$148.13	Disposed	40988	Direct
2012-12-04	Class A Common Stock	S	1803	$147.99	Disposed	39185	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Performance Share Award	$0	M	2417	Disposed		Common Stock (2417)	Direct
2012-11-30	Performance Share Award	$0	M	6682	Disposed		Common Stock (6682)	Direct
2012-12-04	Employee Stock Option (Right to Buy)	$79.59	M	4522	Disposed	2019-11-05	Common Stock (4522)	Direct
2012-12-04	Employee Stock Option (Right to Buy)	$79.80	M	3752	Disposed	2020-11-05	Common Stock (3752)	Direct
2012-12-04	Employee Stock Option (Right to Buy)	$92.64	M	2708	Disposed	2021-11-05	Common Stock (2708)	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 $147.96 - $148.35, 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: The price reported in column 4 is a weighted average price. These shares were disposed of in multiple transactions at prices ranging from $147.93 - $148.07, 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: Each restricted stock unit represents a contingent right to receive one share of Visa Inc. common stock or a cash equivalent of its value.

F4: 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.

F5: 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.

F6: 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.