VISA INC. — Director's Dealing 2012

Jan 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2012-01-03

Reporting Person: Sheedy William M. (Group President, Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Class A Common Stock	M	45383	—	Acquired	78576	Direct
2012-01-03	Class A Common Stock	S	45383	$102.50	Disposed	33193	Direct
2012-01-04	Class A Common Stock	M	6617	—	Acquired	39810	Direct
2012-01-04	Class A Common Stock	S	6617	$102.96	Disposed	33193	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Employee Stock Option (Right to Buy)	$44.00	M	45383	Disposed	2018-03-18	Common Stock (45383)	Direct
2012-01-04	Employee Stock Option (Right to Buy)	$44.00	M	6617	Disposed	2018-03-18	Common Stock (6617)	Direct

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 2, 2011.

F2: The price reported in column 4 is a weighted average price. These shares were disposed of in multiple transactions at prices ranging from $101.92 - $103.40, 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.