Beneficial Ownership of Equity Securities

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Beneficial Ownership of Equity Securities

Except where otherwise indicated, we believe that the stockholders named in the tables below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The following tables are based on 1,854,961,463 shares of Class A common stock outstanding as of December 2, 2016.

Directors and Executive Officers

The following table sets forth information known to the Company as of December 2, 2016 with respect to beneficial ownership of our Class A common stock by:

  • each member of the Board;
  • our named executive officers for fiscal year 2016; and
  • all current executive officers and directors of Visa as a group.

None of the directors, named executive officers, individually, or directors and current executive officers as a group, beneficially owned 1% or more of the total number of shares of our Class A common stock outstanding as of December 2, 2016.

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* Former director and officer.
(1)    Includes 32,000 shares of Class A common stock held by Ms. Minehan’s husband and 16,000 shares of Class A common stock held in trusts for the benefit of Ms. Minehan’s children and step-children. Ms. Minehan disclaims beneficial ownership of the shares held by her husband, her children and her step-children.
(2)    Total does not include the following number of shares deferred by each of our non-employee directors under the Visa Directors Amended and Restated Deferred Compensation Plan, as to which no voting or investment power currently exists: Pang (2,246), Matschullat (2,880), Cranston (5,126), Kelly (5,126) and Webb (5,126).

Principal Stockholders

The following table shows those persons known to the Company as of December 31, 2015 to be the beneficial owners of more than 5% of the Company’s Class A common stock. In furnishing the information below, the Company has relied on information filed with the SEC by the beneficial owners.

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(1)
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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10 percent of our Class A common stock, to file initial reports of ownership and reports of changes in ownership of our Class A common stock and our other equity securities with the SEC, and to furnish copies of such reports to the Company. Based solely on our review of the reports provided to us and on representations received from our directors and executive officers, we believe that all of our executive officers, directors and persons who beneficially own more than 10 percent of our Class A common stock complied with all Section 16(a) filing requirements applicable to them with respect to transactions during fiscal year 2016.

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