SEC FORM 4

SEC Form 4

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^*

MORTENSEN JEFFREY CHARLES

(Last)

(First)

(Middle)

P.O. BOX 10006

(Street)

BOZEMAN

59719

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED FINANCIAL CORP \MN\ [ UBMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		VP/DIRECTOR OF SUBSIDIARY

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2007		D		5,214.83	D	⁽²⁾	0	D
Common Stock	02/06/2007		D		1,840	D	⁽¹⁾	0	I	Held in IRA by spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock option	$11.345	02/06/2007		D			799.375	02/06/2007⁽³⁾	05/21/2012	common stock	799.375	$24.44⁽³⁾	0	D
Employee stock option	$13.974	02/06/2007		D			703.75	02/06/2007⁽³⁾	05/20/2013	common stock	703.75	$24.44⁽³⁾	0	D
Employee stock option	$19.888	02/06/2007		D			500	02/06/2007⁽³⁾	05/25/2014	common stock	500	$24.44⁽³⁾	0	D
Employee stock option	$20.2	02/06/2007		D			1,250	02/06/2007⁽³⁾	10/31/2015	common stock	1,250	$24.44⁽³⁾	0	D

Explanation of Responses:

1. Shares disposed of pursuant to that certain Agreement and Plan of Merger dated November 6, 2006 between the Company, U.S. Bancorp, and Cascade Acquisition Corporation (the "Agreement") pursuant to which each share of the Company's common stock outstanding at the effective time of the merger is converted into the right to receive 0.6825 shares of U.S. Bancorp common stock.

2. Shares disposed of pursuant to that certain Agreement and Plan of Merger dated November 6, 2006 between the Company, U.S. Bancorp, and Cascade Acquisition Corporation (the "Agreement") pursuant to which each share of the Company's common stock outstanding at the effective time of the merger is converted into the right to receive 0.6825 shares of U.S. Bancorp common stock and each fractional share of the Company's common stock outstanding at the effective time of the merger is converted into the right to receive an amount in cash equal to the fraction multiplied by $24.44.

3. Pursuant to Agreement, all options to purchase Company common stock at the effective time of the merger became fully vested, were cancelled and were converted into the right to receive the excess, if any, of $24.44 over the exercise price of the stock option for each share of the Company's common stock subject to the option, less applicable withholding tax and without interest.

	/s/ Kurt R. Weise POA, on behalf of Jeffrey Charles Mortensen	02/07/2007
	** 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).
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