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, Section 17(a) of the Public Utility Holding Company Act of 1935 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*
CECERE ANDREW
(Last) (First) (Middle)
U.S. BANCORP
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)
Vice Chairman
3. Date of Earliest Transaction (Month/Day/Year)
01/18/2004
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 01/18/2004 F 3,900 D $28 140,829 D
Common Stock, $0.01 par value 01/20/2004 A 17,000 A $28.5 157,829 D
Common Stock, $0.01 par value 4,777.39 ( 1 ) I 401(k) Plan
Common Stock, $0.01 par value 341 I 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $28.5 01/20/2004 A 124,300 ( 2 ) 01/20/2014 Common Stock 124,300 $0 124,300 D
Employee Stock Option (Right to Buy) $21.4938 ( 3 ) ( 4 ) 12/17/2012 Common Stock 156,054 156,054 ( 3 ) D
Employee Stock Option (Right to Buy) $19.1001 ( 3 ) ( 5 ) 12/18/2011 Common Stock 216,462 216,462 ( 3 ) D
Employee Stock Option (Right to Buy) $23.1824 ( 3 ) ( 6 ) 02/27/2011 Common Stock 171,156 171,156 ( 3 ) D
Employee Stock Option (Right to Buy) $24.9801 ( 3 ) 04/04/2000 12/19/2006 Common Stock 31,704 31,704 ( 3 ) D
Employee Stock Option (Right to Buy) $29.1518 ( 3 ) 02/27/2001 04/20/2009 Common Stock 191,040 191,040 ( 3 ) D
Employee Stock Option (Right to Buy) $33.1248 ( 3 ) 02/18/1999 12/19/2006 Common Stock 11,353 11,353 ( 3 ) D
Employee Stock Option (Right to Buy) $33.1248 ( 3 ) 02/18/1999 05/25/2004 Common Stock 15,690 15,690 ( 3 ) D
Employee Stock Option (Right to Buy) $33.1248 ( 3 ) 02/18/1999 12/19/2006 Common Stock 29,225 29,225 ( 3 ) D
Employee Stock Option (Right to Buy) $30.006 ( 3 ) 08/17/1998 12/19/2006 Common Stock 30,371 30,371 ( 3 ) D
Employee Stock Option (Right to Buy) $30.006 ( 3 ) 08/17/1998 05/25/2004 Common Stock 7,638 7,638 ( 3 ) D
Explanation of Responses:
1. Based on a plan report dated 12/31/03, the most recent plan report available.
2. The option vests 100% on January 20, 2009, or 25% on February 1st of each of 2005, 2006, 2007 and 2008 if certain performance criteria are met in the prior year.
3. The exercise price and number of shares subject to the option were adjusted to preserve the economic value of the option in connection with the special dividend paid to effect the spin-off of the company's Piper Jaffray subsidiary on December 31, 2003, by multiplying the number of shares subject to the option, and dividing the option price, by 1.0068.
4. The option vests 100% on December 17, 2007, or 25% on February 1st of each of 2004, 2005, 2006 and 2007 if certain performance criteria are met in the prior year.
5. The option vests in four equal annual installments beginning on December 18, 2002.
6. The option vests in four equal annual installments beginning on February 27, 2002.
Remarks:
Lee R. Mitau for Andrew Cecere 01/21/2004
** 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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