Sec Form 4 Filing - SAUNDERS JOSEPH W @ VISA INC. - 2012-05-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SAUNDERS JOSEPH W
2. Issuer Name and Ticker or Trading Symbol
VISA INC. [ V]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O VISA INC., P.O. BOX 8999
3. Date of Earliest Transaction (MM/DD/YY)
05/18/2012
(Street)
SAN FRANCISCO, CA94128-8999
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/18/2012 M( 1 ) 264,958 A $ 0 264,958 D
Class A Common Stock 05/18/2012 S( 1 ) 264,958 D $ 113.81 ( 2 ) 0 D
Class A Common Stock 375 I By Son
Class A Common Stock 115,952 ( 3 ) I Joseph W. & Sharon P. Saunders Trust Dated 3/31/2000
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivat ive Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 44 05/18/2012 M( 1 ) 264,958 ( 4 ) 03/18/2018 Common Stock 264,958 $ 0 454,217 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SAUNDERS JOSEPH W
C/O VISA INC.
P.O. BOX 8999
SAN FRANCISCO, CA94128-8999
X Chairman and CEO
Signatures
/s/ Jenny Kim, Attorney-In-Fact 05/21/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 4, 2012.
( 2 )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 - $115.25, 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.
( 3 )Since the date of the reporting person's last ownership report, 74,711 shares which were previously held directly were transferred to the Joseph W. and Sharon P. Saunders Trust, of which Mr. Saunders and his wife are the sole trustees and beneficiaries.
( 4 )This option was granted on March 18, 2008 and vested in three installments over a three-year period after the date of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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