Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2020
VISA INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-33977
26-0267673
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
P.O. Box 8999
San Francisco,
California
94128-8999
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (650) 432-3200
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Class A common stock, par value $0.0001 per share
V
New York Stock Exchange
(Title of each Class)
(Trading Symbol)
(Name of each exchange on which registered)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
Since its quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed on July 31, 2020, Visa Inc. issued 17,023,356 shares of Class A Common Stock to existing stockholders in exchange for shares of its Series A Convertible Participating Preferred Stock or Class C Common Stock. These conversions did not increase Visa’s fully-diluted share count.
As a reminder, Visa issued 374,819 shares of Series A Preferred Stock, convertible into 37,481,900 shares of Class A Common Stock, on September 24, 2020 in connection with the release of approximately $7.3 billion from the Series B and Series C Convertible Participating Preferred Stock on the fourth anniversary of the Visa Europe acquisition transaction. Such shares were issued in reliance upon the exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VISA INC.
Date: November 18, 2020
By:
/s/ Vasant M. Prabhu
Vasant M. Prabhu Vice Chairman and Chief Financial Officer
