VISA INC. — Director's Dealing 2016

Oct 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VISA INC. (V)
CIK: 0001403161
Period of Report: 2016-10-28

Reporting Person: SCHARF CHARLES W (Director, CHIEF EXECUTIVE OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-28	Class A Common Stock	M	619036	$36.4125	Acquired	852880	Direct
2016-10-28	Class A Common Stock	M	91180	$49.3475	Acquired	944060	Direct
2016-10-28	Class A Common Stock	M	62696	$62.465	Acquired	1006756	Direct
2016-10-28	Class A Common Stock	S	772912	$82.6525	Disposed	233844	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-28	Employee Stock Option (Right to Buy)	$36.4125	M	619036	Disposed	2022-11-19	Class A Common Stock (619036)	Direct
2016-10-28	Employee Stock Option (Right to Buy)	$49.3475	M	91180	Disposed	2023-11-19	Class A Common Stock (91180)	Direct
2016-10-28	Employee Stock Option (Right to Buy)	$62.465	M	62696	Disposed	2024-11-19	Class A Common Stock (62696)	Direct

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were disposed of in multiple transactions at prices ranging from $82.1150 - $83.0600, 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.

F2: This option award immediately vested as of its date of grant (which was ten years prior to the listed expiration date) with respect to that number of stock options having a grant date value of $2,052,632. The remainder of the award vested in three substantially equal installments on each of the first three anniversaries of the date of grant.

F3: Options vest in three equal installments on each of the first three anniversaries of the date of the grant (which was in each case ten years prior to the listed expiration date) subject to earlier vesting in full in limited circumstances as specified in the award agreement.