US BANCORP \DE\ — Director's Dealing 2015

Feb 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2015-02-19

Reporting Person: Parker P.W. (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-20	Common Stock, $0.01 par value	M	8528.0000	$0.0000	Acquired	176826.0000	Direct
2015-02-20	Common Stock, $0.01 par value	F	4111.0000	$44.0800	Disposed	172715.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-19	Employee Stock Option (Right to Buy)	$44.3200	A	40819.0000	Acquired	2025-02-19	Common Stock, $0.01 par value (40819.0000)	Direct
2015-02-19	Restricted Stock Units	$	A	33844.0000	Acquired		Common Stock, $0.01 par value (33844.0000)	Direct
2015-02-20	Restricted Stock Units	$	M	8528.0000	Disposed		Common Stock, $0.01 par value (8528.0000)	Direct

Footnotes

F1: The option vests in four equal annual installments beginning on February 19, 2016. This option makes up part of the reporting person's 2015 long-term incentive compensation grant.

F2: Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.

F3: 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 2015 long-term incentive compensation grant.

F4: The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 6.