VISA INC. — Director's Dealing 2014

Feb 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2014-02-14

Reporting Person: RICHEY ELLEN (EVP & CHIEF LEGAL OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-14	Class A Common Stock	S	6948	$225.17	Disposed	10211	Indirect
2014-02-14	Class A Common Stock	M	8677	—	Acquired	15587	Direct
2014-02-14	Class A Common Stock	F	3892	$226.00	Disposed	11695	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-14	Restricted Stock Units	$	M	8677	Disposed	2022-02-14	Common Stock (8677)	Direct

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 $223.64 - $226.12, 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: Since the date of the reporting person's last ownership report, 7,996 shares which were previously held directly were transferred to the Richey 2007 Trust u/a/d 11-29-2007, of which Ms. Richey is the sole trustee and beneficiary.

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 two equal installments on the second and third anniversaries of the date of the grant, subject to earlier vesting in full in limited circumstances as specified in the award agreement.