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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
US BANCORP \DE\ [ USB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $0.01 par value | 12/31/2003 | J(1) | 71,394 | D | $0(1) | 63,626 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $23.34 | 12/31/2003 | J(1) | 85,000(1) | (2) | (2) | Common Stock | 170,000 | $0(1)(3) | 85,000(4) | D |
Explanation of Responses: |
1. On December 31, 2003, U.S. Bancorp completed its spin-off of Piper Jaffray Companies by means of a special stock dividend to U.S. Bancorp stockholders of all of the shares of Piper Jaffray Companies held by U.S. Bancorp. Under the terms of the applicable U.S. Bancorp stock incentive plans, the spin-off was deemed to be a termination of employment by U.S. Bancorp. Pursuant to the terms of such U.S. Bancorp stock incentive plans, the deemed termination of Mr. Duff's employment as a result of the spin-off resulted in (1) the forfeiture immediately after the spin-off of 71,394 shares of U.S. Bancorp restricted stock held by Mr. Duff, and (2) the expiration immediately after the spin-off of options to purchase 85,000 shares of U.S. Bancorp common stock. |
2. The expired options were unvested. The remaining 85,000 options under this grant vested in equal parts on 2/27/02 and 2/27/03 and expire on 3/31/04, 90 days from the date of the spin-off. |
3. As disclosed in the Registration Statement on Form 10 of Piper Jaffray Companies previously filed with the Securities and Exchange Commission, Piper Jaffray Companies has announced its intention to grant Mr. Duff a cash award in connection with the spin-off, and the amount of Mr. Duff's cash award will be based in part on the value of his U.S. Bancorp restricted stock and options that are expected to expire or be forfeited in connection with the spin-off. |
4. Pursuant to the terms of the applicable U.S. Bancorp stock incentive plans, as a result of the deemed termination of Mr. Duff's employment in connection with the spin-off, in addition to the options to purchase 85,000 shares which expired immediately after the spin-off, options to purchase 477,628 shares of U.S. Bancorp held by Mr. Duff will expire within 90 days of the spin-off if not exercised prior to such expiration. Options to purchase an additional 253,000 shares of U.S. Bancorp common stock held by Mr. Duff will remain with U.S. Bancorp in accordance with their terms notwithstanding the deemed termination of Mr. Duff's employment with U.S. Bancorp. |
Remarks: |
Lee R. Mitau for Andrew S. Duff | 01/05/2004 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |