VISA INC. — Director's Dealing 2012

Sep 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2012-09-07

Reporting Person: SAUNDERS JOSEPH W (Director, CHAIRMAN AND CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-07	Class A Common Stock	M	189258	—	Acquired	189258	Direct
2012-09-07	Class A Common Stock	M	75701	—	Acquired	264959	Direct
2012-09-07	Class A Common Stock	S	264959	$129.34	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-07	Employee Stock Option (Right to Buy)	$44.00	M	189258	Disposed	2018-03-18	Common Stock (189258)	Direct
2012-09-07	Employee Stock Option (Right to Buy)	$56.47	M	75701	Disposed	2018-11-05	Common Stock (75701)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	375	Indirect
Class A Common Stock	103532	Indirect

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 4, 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 $128.70 - $129.90, 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.

F4: This option was granted on November 5, 2008 and vested in three installments over a three-year period after the date of grant.