US BANCORP \DE\ — Director's Dealing 2002

Oct 17, 2002

4 1 edgar.htm 4 Form 4

| FORM 4 | UNITED STATES SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB
APPROVAL |
| --- | --- | --- |
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b). | 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 | OMB
Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo & Dye's Instant Form 4 Filer www.section16.net |

| 1. Name and Address
of Reporting Person* Grundhofer, Jerry A. | 2. Issuer Name and Ticker or Trading Symbol U.S. Bancorp (USB) | | 6. Relationship of
Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and Chief Executive Officer |
| --- | --- | --- | --- |
| (Last)
(First) (Middle) 800 Nicollet Mall | 3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) | 4. Statement for Month/Day/Year 10/17/02 | |
| (Street) Minneapolis , MN 55402 | | 5. If Amendment, Date of Original (Month/Day/Year) | 7. Individual
or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person |
| (City) (State) (Zip) | Table
I — Non-Derivative Securities Acquired, Disposed of, or Beneficially
Owned | | |

| 1. Title of Security (Instr. 3) | 2. Trans- action Date (Month/ Day/ Year) | 3. Trans- action Code (Instr. 8) | | 4. Securities Acquired
(A) or Disposed of (D) (Instr. 3, 4 & 5) | | | 5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4) | 6. Owner- ship 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 | 10/17/02 | M | | 100,000 | A | $5.64 | | | |
| Common Stock, $0.01 par value | 10/17/02 | S | | 62,740 | D | $20.2907 | 210,849 (1) | I | Family Trust |
| Common Stock, $0.01 par value | | | | | | | 18,179 | D | |
| Common Stock, $0.01 par value | | | | | | | 17,571.16 (2) | I | 401(k) Plan |
| Common Stock, $0.01 par value | | | | | | | 15,000 | I | IRA Rollover |

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). 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 control number

FORM 4 (continued) 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. Conver- sion or Exercise Price of Derivative Security | 3. Trans- action Date (Month/ Day/ Year) | 4. Trans- action Code (Instr. 8) | | 5. Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5) | | 6. Date Exercisable and Expiration Date (Month/Day/ Year) | | 7. Title and Amount
of Underlying Securities (Instr. 3 & 4) | | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Code | V | (A) | (D) | Date Exer-cisable | Expira- tion Date | Title | Amount or Number
of Shares | | |
| Restricted Stock Units | 1-for-1 | | | | | | 12/31/06 | 12/31/06 | Common Stock | 311,543 | 311,543 (3) | D |
| Deferred Compensation Plan Participation | 1-for-1 | | | | | | (4) | (5) | Common Stock | 484,312.03 | 484,312.03 | D |
| Employee Stock Option (Right to Buy) | $5.64 | 10/17/02 | M | | | 100,000 | (6) | 5/09/03 | Common Stock | 450,000 | 350,000 | D |
| Employee Stock Option (Right to Buy) | $19.23 | | | | | | | 12/18/11 | Common Stock | 1,000,000 | 1,000,000 | D |
| Employee Stock Option (Right to Buy) | $21.6875 | | | | | | | 12/12/10 | Common Stock | 1,070,000 | 1,070,000 | D |
| Employee Stock Option (Right to Buy) | $21.375 | | | | | | | 12/14/09 | Common Stock | 590,000 | 590,000 | D |
| Employee Stock Option (Right to Buy) | $23.7917 | | | | | | | 11/20/08 | Common Stock | 600,000 | 600,000 | D |
| Employee Stock Option (Right to Buy) | $23.7917 | | | | | | | 11/20/08 | Common Stock | 540,000 | 540,000 | D |
| Employee Stock Option (Right to Buy) | $18.9167 | | | | | | | 12/09/07 | Common Stock | 5,289 | 5,289 | D |
| Employee Stock Option (Right to Buy) | $18.9167 | | | | | | | 12/07/07 | Common Stock | 534,711 | 534,711 | D |
| Employee Stock Option (Right to Buy) | $10.11 | | | | | | | 12/10/06 | Common Stock | 9,882 | 9,882 | D |
| Employee Stock Option (Right to Buy) | $10.11 | | | | | | | 12/09/06 | Common Stock | 530,118 | 530,118 | D |
| Employee Stock Option (Right to Buy) | $6.7633 | | | | | | | 12/12/05 | Common Stock | 14,778 | 14,778 | D |
| Employee Stock Option (Right to Buy) | $6.7633 | | | | | | | 12/09/05 | Common Stock | 525,222 | 525,222 | D |
| Employee Stock Option (Right to Buy) | $3.7633 | | | | | | | 12/10/04 | Common Stock | 540,000 | 540,000 | D |
| Employee Stock Option (Right to Buy) | $4.2233 | | | | | | | 6/11/04 | Common Stock | 445,266 | 445,266 | D |
| Employee Stock Option (Right to Buy) | $4.86 | | | | | | | 5/09/03 | Common Stock | 300,000 | 300,000 | D |

Explanation of Responses: (1) Reflects an increase of 37,260 shares from the exercise of a stock option that would expire on May 9, 2003, unless exercised, net of shares used to pay the exercise price of the option and related tax withholding. (2) Based on a plan report dated 9/30/02, the most recent plan report available. (3) Includes restricted stock units acquired in July and October pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award. (4) Deferred Compensation Plan Participation is payable in common stock following termination of the reporting person's employment with U.S. Bancorp. (5) Deferred Compensation Plan Participation is payable in common stock following termination of the reporting person's employment with U.S. Bancorp. (6) The option vested in four equal annual installments beginning on May 12, 1994, 1995, 1996, 1997.

By: /s/ Lee R. Mitau For Jerry A. Grundhofer **Signature of Reporting Person 10/17/02 Date

**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.