Sec Form 4 Filing - US BANCORP \DE\ @ PIPER JAFFRAY COMPANIES - 2003-12-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person US BANCORP \DE\ 2. Issuer Name and Ticker or Trading Symbol PIPER JAFFRAY COMPANIES [ PJC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) U.S.BANCORP, 800 NICOLLET MALL 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2003 (Street) MINNEAPOLIS, MN55402 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/30/2003 J( 1 ) 19,333,029 A 19,333,129 ( 1 ) I ( 1 ) By U.S. Bancorp Investments, Inc. ( 1 ) Common Stock 12/30/2003 J( 2 ) 19,333,129 A $ 0 ( 2 ) 19,333,129 ( 2 ) D ( 2 ) Common Stock 12/31/2003 J( 3 ) 19,333,129 D $ 0 ( 3 ) 0 ( 4 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other US BANCORP \DE\ U.S.BANCORP 800 NICOLLET MALL MINNEAPOLIS, MN55402 X US BANCORP INVESTMENTS INC 800 NICOLLET MALL MINNEAPOLIS, MN55402 X Signatures Lee R. Mitau (on behalf of U.S. Bancorp) 12/31/2003 Signature of Reporting Person Date Steven M. Short (on behalf of U.S. Bancorp Investments, Inc.) 12/31/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 ) On December 30, 2003, U.S. Bancorp Investments, Inc., a wholly owned subsidiary of U.S. Bancorp, merged with and into U.S. Bancorp Piper Jaffray Companies Inc., a wholly owned subsidiary of U.S. Bancorp that held all of the 100 outstanding shares of the Issuer, Piper Jaffray Companies. U.S. Bancorp Piper Jaffray Companies Inc. was the surviving corporation in the merger and was renamed U.S. Bancorp Investments, Inc. at the time of the merger. On December 30, 2003, after the merger, U.S. Bancorp Investments, Inc. contributed certain assets to Piper Jaffray Companies in exchange for 19,333,029 shares of Piper Jaffray Companies common stock (the "Contribution"). ( 2 ) After completion of the Contribution, U.S. Bancorp Investments, Inc. distributed on December 30, 2003, to its sole stockholder, U.S. Bancorp, all 19,333,129 shares of Piper Jaffray Companies common stock held by it by means of a special stock dividend. At such time U.S. Bancorp Investments, Inc. ceased to beneficially own any shares of Piper Jaffray Companies common stock, and U.S. Bancorp became the direct beneficial owner of all such shares of Piper Jaffray Companies common stock. ( 3 ) On December 31, 2003, U.S. Bancorp made a pro rata distribution of all 19,333,129 shares of Piper Jaffray Companies common stock held by it to U.S. Bancorp stockholders by means of a special stock dividend. ( 4 ) U.S. Bancorp may be deemed to beneficially own shares of Piper Jaffray Companies common stock that it or its affiliates receive in the distribution in respect of U.S. Bancorp common stock held in customer accounts and funds for which it or its subsidiaries act as a trustee, asset manager or investment advisor or in another fiduciary capacity. U.S. Bancorp and its subsidiaries disclaim all such beneficial ownership.

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).

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