Class B and C Common Stock Information

Class B and C Common Stock Information

This webpage is for holders of shares of Class B and Class C common stock of Visa Inc. (the "Company") interested in transferring their Class B or Class C shares to another party.

Class B Shares

Pursuant to the Company's amended and restated certificate of incorporation (the "Charter"), Class B shares generally may not be transferred until the Escrow Termination Date (as defined in the Charter).

Our Charter permits specific categories of transfers ("Permitted Transfers") during the transfer restriction period described above. We have identified several Permitted Transfer scenarios that are most relevant and applicable to our Class B stockholders, and this web page is intended to assist those to: (1) determine whether their transfer scenario is permitted; and (2) obtain forms needed to commence the transfer request process.

Class C Shares

Under our Charter, no stockholder may own (i) more than fifteen percent of the total number of, or votes represented by, our outstanding Class A shares or (ii) Class A shares and other common stock representing, together and on an as-converted basis, more than fifteen percent of the number of shares of all of our outstanding common stock (on an as-converted basis).

All other transfer restrictions terminated on February 7, 2011.

Share Transfers

Currently, the following Permitted Transfers may be arranged through this webpage:

  1. Transfers from a holder of Class B shares to another holder of Class B shares (or to any affiliate of a holder of Class B shares);
  2. Transfers from a holder of Class C shares to another holder of Class C shares (or to any affiliate of such a holder of Class C shares);
  3. Transfers from a holder of Class B shares to its respective affiliates;
  4. Transfers from a holder of Class C shares to its respective affiliates;
  5. Transfers from a holder of Class B or Class C shares to any person who succeeds to all or substantially all of the transferor's assets or who acquires all or substantially all of the transferor's Visa-branded payment product portfolio;
  6. Transfers of Class B or Class C shares from a Group Member (as defined in the Bylaws) of Visa International Service Association to a stockholder, member or other equity holder in that Group Member ratably in accordance with such member's entitlement to dividends or other distributions;
  7. To effect a corporate name change for holders of Class B or Class C shares of Visa Inc.; and
  8. Sale of Class C shares to the public market.

Under our Charter, no stockholder may own (i) more than fifteen percent of the total number of, or votes represented by, our outstanding Class A shares or (ii) Class A shares and other common stock representing, together and on an as-converted basis, more than fifteen percent of the number of shares of all of our outstanding common stock (on an as-converted basis).

Please access our Class B and Class C Stockholder Frequently Asked Questions to review the most commonly requested information and background relating to ownership rights, limitations and transfers of our Class B and Class C shares. For information on Permitted Transfers not addressed on this website, please contact Visa's Transfer Agent, Wells Fargo Shareowner Services, a division of Wells Fargo Bank, N.A., at the number listed below.

You can also access your shareowner account through the Shareowner Online website at https://wellsfargo.com/shareownerservices. Through the Shareowner Online website, you can view account information, change your registered address, update your email address, sign up for wire transfer of your dividend payments, request replacements for outstanding checks, and sign up for e-delivery of your account statement and tax forms.

For more information, please visit https://wellsfargo.com/shareownerservices.

If, having reviewed all of the terms and conditions related to Permitted Transfers, you have determined that you wish to effect a transfer of Class B or Class C shares, please use the documentation provided through the links below.

 

Forms
  1. To conduct transfers from a holder of Class B shares to another holder of Class B shares (or to any affiliate of a holder of Class B shares), please use the following documents:

    • Generic Transfer Documents including a Transfer Letter, an Officer's Certificate and comprehensive Procedures to complete the Class B Common Stock Transfer Letter and Officer's Certificate
    • Acknowledgement to be executed by the party to which your financial institution is transferring its stock ("transferee")
    • Applicable tax forms submitted by the transferee to which your financial institution is transferring its stock. W-9 or W-8BEN Tax Forms
  2. To conduct transfers from a holder of Class C shares to another holder of Class C shares (or to any affiliate of a holder of Class C shares), please use the following documents:

    • Generic Transfer Documents including a Transfer Letter, an Officer's Certificate and comprehensive Procedures to complete the Class C Common Stock Transfer Letter and Officer's Certificate
    • Acknowledgement to be executed by the party to which your financial institution is transferring its stock ("transferee")
    • Applicable tax forms submitted by the transferee to which your financial institution is transferring its stock. W-9 or W-8BEN Tax Forms
  3. To conduct transfers from a holder of Class B shares to an Affiliate, please use the following documents:

  4. To conduct transfers from a holder of Class C shares to an Affiliate, please use the following documents:

  5. To conduct transfers from a holder of Class B or Class C shares to any person who succeeds to all or substantially all of the transferor's assets (or who acquires all or substantially all of the transferor's Visa-branded payment product portfolio), please use the following documents:

    • Merger/Consolidation Transfer documents including an Officer's Certificate, a Stock Power and comprehensive Procedures to complete the Officer's Certificate and Stock Power
    • Applicable tax forms submitted by your financial institution W-9 or W-8BEN Tax Forms
  6. To conduct transfers from a Group Member of Visa International Service Association to a stockholder, member or other equity holder in such Group Member ratably in accordance with such persons respective entitlements to dividends or other distributions from the Group Member, please use the following documents:

  7. To effect a corporate name change for holders of Class B and Class C shares of Visa, please use the following documents:

    • Corporate Name Change documents including an Officer's Certificate, a Legal Name Change Form, W-9 or W-8BEN and comprehensive Procedures to complete the Officer's Certificate and Legal Name Change Form
  8. To conduct a sale of Class C shares to the public market, please visit the following website:


All originally executed documents must be delivered to Wells Fargo Shareowner Services via mail or courier at the following address:

Via Mail:


Wells Fargo Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874

Via Courier:

Wells Fargo Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120

Telephone: From within the U.S. 1-866-456-9417
Telephone: From outside the U.S. +1-651-306-4433


Frequently Asked Questions

The Company has drafted Class B and C Stockholder Frequently Asked Questions in an effort to address any questions or concerns that our Class B and C stockholders may have regarding transfer restrictions, ownership limitations or otherwise.

The current Class B common stock conversion rate is 1.6483 shares of Class A common stock per Class B common stock. The current Class C common stock conversion rate is 4.0 shares of Class A common stock per Class C common stock. For more information, please visit our SEC Filing Form 8-K dated January 29, 2015 at http://investor.visa.com/sec-filings/sec-filings-details/default.aspx?FilingId=10436584

Date

Class B Conversion Rate Into Class A Common Stock*

As of September 30, 2008

0.7143

As of December 19, 2008

0.6296

As of July 16, 2009

0.5824

As of May 28, 2010

0.5550

As of October 8, 2010

0.5102

As of March 31, 2011

0.4881

As of December 29, 2011

0.4254

As of July 24, 2012

0.4206

As of September 24, 2014

0.4121

*As of March 19, 2015

1.6483

* The class B to class A common stock conversion rate has been rounded. Conversion calculations for dividend payments are based on a conversion rate rounded to the tenth decimal. Effective March 19, 2015, the conversion rate for class B common stock increased to 1.6483 shares of class A common stock per share of class B common stock. 

 

You can access the FAQ materials through the following link:

If you have any questions regarding the rights and responsibilities of Class B and Class C stockholders or the procedures and forms needed to transfer stock, please refer to the FAQ materials through the link above or contact Wells Fargo Shareowner Services, where representatives are available to answer your questions and provide assistance.

Via Mail: 

Wells Fargo Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874

Via Courier:

Wells Fargo Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120

Telephone: From within the U.S. 1-866-456-9417
Telephone: From outside the U.S. +1-651-306-4433

https://wellsfargo.com/shareownerservices