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US BANCORP \DE\ Director's Dealing 2014

Feb 24, 2014

29924_dirs_2014-02-24_b57f67e5-665a-46df-9bd3-e91ffe599e37.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2014-02-20

Reporting Person: DOLAN TERRANCE R (Vice Chairman)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-02-20 Common Stock, $0.01 par value M 138122.0000 $32.7000 Acquired 181912.0000 Direct
2014-02-20 Common Stock, $0.01 par value M 34030.0000 $36.2500 Acquired 215942.0000 Direct
2014-02-20 Common Stock, $0.01 par value M 30568.0000 $29.9700 Acquired 246510.0000 Direct
2014-02-20 Common Stock, $0.01 par value S 202720.0000 $40.3600 Disposed 43790.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-02-20 Employee Stock Option (Right to Buy) $32.7000 M 138122.0000 Disposed 2018-02-12 Common Stock, $0.01 par value (138122.0000) Direct
2014-02-20 Employee Stock Option (Right to Buy) $36.2500 M 34030.0000 Disposed 2017-02-13 Common Stock, $0.01 par value (34030.0000) Direct
2014-02-20 Employee Stock Option (Right to Buy) $29.9700 M 30568.0000 Disposed 2016-02-14 Common Stock, $0.01 par value (30568.0000) Direct
2014-02-20 Employee Stock Option (Right to Buy) $40.3200 A 26583.0000 Acquired 2024-02-20 Common Stock, $0.01 par value (26583.0000) Direct
2014-02-20 Restricted Stock Units $ A 22507.0000 Acquired Common Stock, $0.01 par value (22507.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $0.01 par value 4922.0000 Indirect

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $40.32 to $40.43. 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.

F2: Based on a plan report dated February 7, 2014, the most recent plan report available.

F3: The option vested in four equal annual installments beginning on February 12, 2009.

F4: The option vested in four equal annual installments beginning on February 13, 2008.

F5: The option vested in four equal annual installments beginning on February 14, 2007.

F6: The options vest in four equal annual installments beginning on February 20, 2015. These options make up part of the reporting person's 2014 long-term incentive compensation grant.

F7: Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.

F8: 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 2014 long-term incentive compensation grant.

F9: The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 6.