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^*

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)
02/14/2014

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	02/14/2014		M		14,737	A	$0.0000	64,344⁽¹⁾	D
Common Stock, $0.01 par value	02/14/2014		F		7,104	D	$40.29	57,240⁽¹⁾	D
Common Stock, $0.01 par value	02/15/2014		M		12,428	A	$0.0000	69,668⁽¹⁾	D
Common Stock, $0.01 par value	02/16/2014		M		12,247	A	$0.0000	81,915⁽¹⁾	D
Common Stock, $0.01 par value	02/16/2014		M		11,894	A	$0.0000	93,809⁽¹⁾	D
Common Stock, $0.01 par value	02/16/2014		M		8,382	A	$0.0000	102,191⁽¹⁾	D
Common Stock, $0.01 par value	02/18/2014		F		20,613	D	$40.82	81,578⁽¹⁾	D
Common Stock, $0.01 par value								2,256⁽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)
Restricted Stock Units	⁽³⁾	02/14/2014		M			14,737	02/14/2014⁽⁴⁾	⁽⁴⁾	Common Stock, $0.01 par value	14,737	$0.0000	44,213	D
Restricted Stock Units	⁽³⁾	02/15/2014		M			12,428	02/15/2013⁽⁴⁾	⁽⁴⁾	Common Stock, $0.01 par value	12,428	$0.0000	24,858	D
Restricted Stock Units	⁽³⁾	02/16/2014		M			11,894	02/16/2011⁽⁴⁾	⁽⁴⁾	Common Stock, $0.01 par value	11,894	$0.0000	0.0000	D
Restricted Stock Units	⁽³⁾	02/16/2014		M			12,247	02/16/2012⁽⁴⁾	⁽⁴⁾	Common Stock, $0.01 par value	12,247	$0.0000	12,247	D
Restricted Stock Units	⁽³⁾	02/16/2014		M			8,382	02/16/2013⁽⁵⁾	⁽⁵⁾	Common Stock, $0.01 par value	8,382	$0.0000	8,382	D

Explanation of Responses:

1. Includes amount acquired pursuant to dividend reinvestment.

2. Based on a plan report dated February 7, 2014, the most recent plan report available.

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

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

5. Vesting of these Restricted Stock Units was contingent upon the company meeting a pre-established performance target. The performance target was met, and 50% of the units vested on the date listed in the Date Exercisable column of Box 6, with remaining vesting occurring in 25% increments on the fourth and fifth anniversaries of the grant date. These Restricted Stock Units were granted in 2010 as a special retention award for the reporting person.

	James L. Chosy for Richard B. Payne, Jr.	02/19/2014
	** 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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