VISA INC. — Director's Dealing 2013

Nov 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2013-11-19

Reporting Person: RICHEY ELLEN (CHIEF ENTERPRISE RISK OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-19	Class A Common Stock	M	9551	—	Acquired	24545	Direct
2013-11-19	Class A Common Stock	M	943	—	Acquired	25488	Direct
2013-11-19	Class A Common Stock	S	11766	$198.08	Disposed	13722	Direct
2013-11-19	Class A Common Stock	F	2882	$197.39	Disposed	10840	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-19	Employee Stock Option (Right to Buy)	$79.80	M	9551	Disposed	2020-11-05	Common Stock (9551)	Direct
2013-11-19	Restricted Stock Units	$	M	943	Disposed	2022-11-19	Common Stock (943)	Direct
2013-11-19	Employee Stock Option (Right to Buy)	$197.39	A	8279	Acquired	2023-11-19	Common Stock (8279)	Direct
2013-11-19	Restricted Stock Units	$	A	1821	Acquired	2023-11-19	Common Stock (1821)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	9163	Indirect

Footnotes

F1: This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2013.

F2: The price reported in column 4 is a weighted average price. These shares were disposed of in multiple transactions at prices ranging from $197.00 - $200.04, 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, 2010 and vested in three installments over a three-year period after the date of grant.

F4: Each restricted stock unit represents a contingent right to receive one share of Visa Inc. common stock or a cash equivalent of its value. The restricted stock units 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.

F5: This restricted stock unit was granted on November 19, 2012.

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.