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Form 4 US BANCORP \DE\ For: Jan 22 Filed by: Payne Richard B JR

January 23, 2015 4:34 PM EST
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 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)
01/22/2015
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 01/22/2015   M   50,000 A $ 31.04 89,625 (1) D  
Common Stock, $0.01 par value 01/22/2015   S   50,000 D $ 43.44 (2) 39,625 D  
Common Stock, $0.01 par value               2,305 (3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 31.04 01/22/2015   M     50,000   (4) 01/16/2018 Common Stock, $0.01 par value 50,000 $ 0 410,204 D  
Restricted Stock Units (5) 01/22/2015   A   1,664 (6)   02/20/2015   (7) Common Stock, $0.01 par value 1,664 $ 0 46,678 (6) D  
Explanation of Responses:
1. Includes amount acquired pursuant to dividend reinvestment.
2. The price in Column 4 is a weighted average price. The prices actually received ranged from $43.38 to $43.53. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
3. Based on a plan report dated December 31, 2014, the most recent plan report available.
4. The option vested in four equal annual installments beginning on January 16, 2009.
5. Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.
6. A grant of restricted stock units was awarded to the Reporting Person on February 20, 2014, and was reported on a Form 4 filed on February 24, 2014. The number of restricted stock units originally awarded was subject to adjustment based on certain fiscal 2014 corporate performance measures. On January 22, 2015, the adjusted, final number of units subject to the award was determined. The number of restricted stock units in column 5 is the number of units by which the original award was increased. The number of units in column 9 is the total final award amount.
7. The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 6.
James L. Chosy for Richard B. Payne, Jr. 01/23/2015
** 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.


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