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*
McCullough Howell D. III

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

(Street)
MINNEAPOLIS MN 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)
EVP and Chief Strategy Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2013
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)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value 02/15/2013 M 2,824 A $0.0000 10,678 D
Common Stock, $0.01 par value 02/15/2013 F 932 D $34.08 9,746 D
Common Stock, $0.01 par value 22,854(1) I By 401(k) plan
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
Employee Stock Option (Right to Buy) $33.99 02/14/2013 A 11,329 (2) 02/14/2023 Common Stock, $0.01 par value 11,329 $0.0000 11,329 D
Restricted Stock Units (3) 02/14/2013 A 12,135(4) 02/14/2014(5) (5) Common Stock, $0.01 par value 12,135 $0.0000 12,135 D
Restricted Stock Units (3) 02/15/2013 M 2,824 02/15/2013(5) (5) Common Stock, $0.01 par value 2,824 $0.0000 8,472 D
Explanation of Responses:
1. Based on a plan report dated February 4, 2013, the most recent plan report available.
2. The options vest in four equal annual installments beginning February 14, 2014. These options make up part of the reporting person's 2013 long-term incentive compensation grant.
3. Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.
4. 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 125%, or decrease to as little as 0%, of the initial number of units. These restricted stock units make up part of the reporting person's 2013 long-term incentive compensation grant.
5. 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 Howell D. McCullough III 02/19/2013
** 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.
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