VISA INC. — Director's Dealing 2012

May 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2012-05-18

Reporting Person: JENKYN OLIVER (Group Executive - N. America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-18	Class A Common Stock	S	3232	$114.81	Disposed	5727	Direct
2012-05-18	Class A Common Stock	M	9042	—	Acquired	14769	Direct
2012-05-18	Class A Common Stock	M	3752	—	Acquired	18521	Direct
2012-05-18	Class A Common Stock	S	12794	$113.89	Disposed	5727	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-18	Employee Stock Option (Right to Buy)	$79.59	M	9042	Disposed	2019-11-05	Common Stock (9042)	Direct
2012-05-18	Employee Stock Option (Right to Buy)	$79.80	M	3752	Disposed	2020-11-05	Common Stock (3752)	Direct

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 $112.51 - $115.06, 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 November 5, 2009 and vests in three installments over a three-year period after the date of grant.

F4: This option was granted on November 5, 2010 and vests in three installments over a three-year period after the date of grant.