SEC Form 4 · accession 0001127602-17-033090
VISA INC. · V
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alfred F Kelly Jr.
Officer — CHIEF EXECUTIVE OFFICER · Director
Period of report
Nov 19, 2017
Accepted (ET)
Nov 21, 2017 · 7:03 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001403161
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Nov 19, 2017 | M | 37,325 | — | A | 43,625 | D | |
| Class A Common StockF2 | Nov 19, 2017 | M | 3,917 | — | A | 47,542 | D | |
| Class A Common Stock | Nov 19, 2017 | F | 22,545 | $109.82 | D | 24,997 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Nov 19, 2017 | M | 37,325 | D | — | — | Class A Common Stock | 37,325 | 74,652 | D |
| Restricted Stock UnitsF2 | — | Nov 19, 2017 | M | 3,917 | D | — | — | Class A Common Stock | 3,917 | 7,835 | D |
| Employee Stock Option (Right to Buy)F3 | $109.82 | Nov 19, 2017 | A | 195,728 | A | — | Nov 19, 2027 | Class A Common Stock | 195,728 | 195,728 | D |
| Restricted Stock UnitsF4 | — | Nov 19, 2017 | A | 31,870 | A | — | — | Class A Common Stock | 31,870 | 31,870 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Visa Inc. common stock or a cash equivalent of its value, which will be settled upon vesting. The restricted stock units vest in three equal installments on each of the first three anniversaries of the date of the grant, subject to earlier vesting in full in limited circumstances as specified in the award agreement. 77,951 shares were granted on November 19, 2016 for the one-time, make whole award and 34,026 shares were granted on November 19, 2016 for the annual equity award.
- F2Each restricted stock unit represents a contingent right to receive one share of Visa Inc. common stock or a cash equivalent of its value, which will be settled upon vesting. The restricted stock units vest annually in three equal installments commencing on November 19, 2017, subject to earlier vesting in limited circumstances as specified in the award agreement. 11,752 shares were granted on February 8, 2017 for an additional one-time, make whole award.
- F3Options vest in three equal installments on each of the first three anniversaries of the date of the grant, subject to earlier vesting in full in limited circumstances as specified in the award agreement. The option was granted on November 19, 2017.
- F4Each restricted stock unit represents a contingent right to receive one share of Visa Inc. common stock or a cash equivalent of its value. The restricted stock units vest in three equal installments on each of the first three anniversaries of the date of the grant, subject to earlier vesting in full in limited circumstances as specified in the award agreement. The award was granted on November 19, 2017.