SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHARF CHARLES W

(Last)

(First)

(Middle)

C/O VISA INC.

P.O. BOX 8999

(Street)

SAN FRANCISCO

94128-8999

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$36.4125	10/28/2016		M			619,036	⁽²⁾	11/19/2022	Class A Common Stock	619,036	$0.00	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	$0.00	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	$0.00	125,392	D

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.

Remarks:

	/s/ Douglas Stewart, Attorney-In-Fact	10/28/2016
	** Signature of Reporting Person	Date
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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