Sec Form 4 Filing - POLLITT BYRON H JR @ VISA INC. - 2012-02-10

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
POLLITT BYRON H JR
2. Issuer Name and Ticker or Trading Symbol
VISA INC. [ V]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O VISA INC., P.O. BOX 8999
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2012
(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 02/10/2012 M( 1 ) 77,484 A $ 0 86,475 D
Class A Common Stock 02/10/2012 S( 1 ) 77,484 D $ 113.27 ( 2 ) 8,991 D
Class A Common Stock 45,127 ( 3 ) I Pollitt Family Trust
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) $ 44 02/10/2012 M( 1 ) 77,484 ( 4 ) 03/18/2018 Common Stock 77,484 $ 0 135,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
POLLITT BYRON H JR
C/O VISA INC.
P.O. BOX 8999
SAN FRANCISCO, CA94128-8999
Chief Financial Officer
Signatures
/s/ Jenny Kim, Attorney-In-Fact 02/14/2012
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 December 16, 2011.
( 2 )The price reported in column 4 is a weighted average price. These shares were disposed of in multiple transactions at prices ranging from $111.53 - $114.00, 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, 4,829 shares which were previously held directly were transferred to the Pollitt Family Trust, of which Mr. Pollitt 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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