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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Payne Richard B JR

(Last)

(First)

(Middle)

800 NICOLLET MALL

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
US BANCORP \DE\ [ USB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2012

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, $0.01 par value	02/16/2012		M		12,246	A	$0.0000	42,337.373⁽¹⁾	D
Common Stock, $0.01 par value	02/16/2012		M		11,894	A	$0.0000	54,231.373⁽¹⁾	D
Common Stock, $0.01 par value	02/16/2012		F		3,914	D	$28.65	50,317.373⁽¹⁾	D
Common Stock, $0.01 par value	02/16/2012		F		4,005	D	$28.65	46,312.373⁽¹⁾	D
Common Stock, $0.01 par value								1,863.7699⁽²⁾	I	By 401(k) plan
Common Stock, $0.01 par value								2,000	I	By IRA

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 (Right to Buy)	$28.63	02/15/2012		A		108,056		⁽³⁾	02/15/2022	Common Stock, $0.01 par value	108,056	$0.0000	108,056	D
Restricted Stock Units	⁽⁴⁾	02/15/2012		A		38,421⁽⁵⁾		02/15/2013⁽⁶⁾	⁽⁶⁾	Common Stock, $0.01 par value	38,421	$0.0000	38,421	D
Restricted Stock Units	⁽⁴⁾	02/16/2012		M			11,894	02/16/2011⁽⁶⁾	⁽⁶⁾	Common Stock, $0.01 par value	11,894	$0.0000	23,788	D
Restricted Stock Units	⁽⁴⁾	02/16/2012		M			12,246	02/16/2012⁽⁶⁾	⁽⁶⁾	Common Stock, $0.01 par value	12,246	$0.0000	36,741	D

Explanation of Responses:

1. Includes amount acquired pursuant to dividend reinvestment.

2. Based on a plan report dated February 6, 2012, the most recent plan report available.

3. The options vest in four equal annual installments beginning on February 15, 2013. These options make up part of the reporting person's annual long-term incentive compensation grant.

4. Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.

5. Prior to the first vesting, the number of units subject to the award will be adjusted based on the company's one-year performance against certain performance targets set on the grant date. The number of units may increase to as much as 150%, or decrease to as little as 25%, of the initial number of units. These restricted stock units make up part of the reporting person's long-term incentive compensation grant.

6. The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 6.

	Lee R. Mitau for Richard B. Payne, Jr.	02/17/2012
	** 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.