Sec Form 4 Filing - SCHARF CHARLES W @ VISA INC. - 2016-10-28

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 SCHARF CHARLES 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) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) C/O VISA INC., P.O. BOX 8999 3. Date of Earliest Transaction (MM/DD/YY) 10/28/2016 (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 10/28/2016 M 619,036 A $ 36.4125 852,880 D Class A Common Stock 10/28/2016 M 91,180 A $ 49.3475 944,060 D Class A Common Stock 10/28/2016 M 62,696 A $ 62.465 1,006,756 D Class A Common Stock 10/28/2016 S 772,912 D $ 82.6525 ( 1 ) 233,844 D

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 Derivative 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) $ 36.4125 10/28/2016 M 619,036 ( 2 ) 11/19/2022 Class A Common Stock 619,036 $ 0 0 D Employee Stock Option (Right to Buy) $ 49.3475 10/28/2016 M 91,180 ( 3 ) 11/19/2023 Class A Common Stock 91,180 $ 0 45,596 D Employee Stock Option (Right to Buy) $ 62.465 10/28/2016 M 62,696 ( 3 ) 11/19/2024 Class A Common Stock 62,696 $ 0 125,392 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHARF CHARLES W C/O VISA INC. P.O. BOX 8999 SAN FRANCISCO, CA94128-8999 X CHIEF EXECUTIVE OFFICER Signatures /s/ Douglas Stewart, Attorney-In-Fact 10/28/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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.

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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