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*
US BANCORP \DE\

(Last) (First) (Middle)
U.S.BANCORP
800 NICOLLET MALL

(Street)
MINNEAPOLIS MN 55402

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PIPER JAFFRAY COMPANIES [ PJC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 12/30/2003 J(1) 19,333,029 A (1) 19,333,129(1) I(1) By U.S. Bancorp Investments, Inc.(1)
Common Stock 12/30/2003 J(2) 19,333,129 A $0(2) 19,333,129(2) D(2)
Common Stock 12/31/2003 J(3) 19,333,129 D $0(3) 0(4) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
US BANCORP \DE\

(Last) (First) (Middle)
U.S.BANCORP
800 NICOLLET MALL

(Street)
MINNEAPOLIS MN 55402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
US BANCORP INVESTMENTS INC

(Last) (First) (Middle)
800 NICOLLET MALL

(Street)
MINNEAPOLIS MN 55402

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On December 30, 2003, U.S. Bancorp Investments, Inc., a wholly owned subsidiary of U.S. Bancorp, merged with and into U.S. Bancorp Piper Jaffray Companies Inc., a wholly owned subsidiary of U.S. Bancorp that held all of the 100 outstanding shares of the Issuer, Piper Jaffray Companies. U.S. Bancorp Piper Jaffray Companies Inc. was the surviving corporation in the merger and was renamed U.S. Bancorp Investments, Inc. at the time of the merger. On December 30, 2003, after the merger, U.S. Bancorp Investments, Inc. contributed certain assets to Piper Jaffray Companies in exchange for 19,333,029 shares of Piper Jaffray Companies common stock (the "Contribution").
2. After completion of the Contribution, U.S. Bancorp Investments, Inc. distributed on December 30, 2003, to its sole stockholder, U.S. Bancorp, all 19,333,129 shares of Piper Jaffray Companies common stock held by it by means of a special stock dividend. At such time U.S. Bancorp Investments, Inc. ceased to beneficially own any shares of Piper Jaffray Companies common stock, and U.S. Bancorp became the direct beneficial owner of all such shares of Piper Jaffray Companies common stock.
3. On December 31, 2003, U.S. Bancorp made a pro rata distribution of all 19,333,129 shares of Piper Jaffray Companies common stock held by it to U.S. Bancorp stockholders by means of a special stock dividend.
4. U.S. Bancorp may be deemed to beneficially own shares of Piper Jaffray Companies common stock that it or its affiliates receive in the distribution in respect of U.S. Bancorp common stock held in customer accounts and funds for which it or its subsidiaries act as a trustee, asset manager or investment advisor or in another fiduciary capacity. U.S. Bancorp and its subsidiaries disclaim all such beneficial ownership.
Lee R. Mitau (on behalf of U.S. Bancorp) 12/31/2003
Steven M. Short (on behalf of U.S. Bancorp Investments, Inc.) 12/31/2003
** Signature of Reporting Person Date
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