US BANCORP \DE\ — Director's Dealing 2017

Jan 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US BANCORP \DE\ (USB)
CIK: 0000036104
Period of Report: 2017-01-25

Reporting Person: CECERE ANDREW (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-25	Common Stock, $0.01 par value	M	374636.0000	$31.0400	Acquired	909919.0000	Direct
2017-01-25	Common Stock, $0.01 par value	S	374636.0000	$52.4500	Disposed	535283.0000	Direct
2017-01-26	Common Stock, $0.01 par value	A	116369.0000	$0.0000	Acquired	651652.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-25	Employee Stock Option (Right to Buy)	$31.0400	M	374636.0000	Disposed	2018-01-16	Common Stock, $0.01 par value (374636.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	10904.0000	Indirect
Common Stock, $0.01 par value	341.0000	Indirect

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $52.25 to $52.58. 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: The performance-based restricted stock units vest in four equal annual installments beginning on February 18, 2017. These units made up 75% of the value of the reporting person's 2016 long-term incentive compensation award granted on February 18, 2016. The number of units earned and eligible to be settled in shares of common stock was determined on January 26, 2017, based on the company's 2016 performance against certain preset performance targets.

F3: Based on a plan report dated December 31, 2016, the most recent plan report available.

F4: The option vested in four equal annual installments beginning on January 16, 2009.