Sec Form 4 Filing - CECERE ANDREW @ US BANCORP \DE\ - 2013-02-14

Insider filing report for Changes in Beneficial Ownership
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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
CECERE ANDREW
2. Issuer Name and Ticker or Trading Symbol
US BANCORP \DE\ [ USB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice Chairman and CFO
(Last) (First) (Middle)
800 NICOLLET MALL
3. Date of Earliest Transaction (MM/DD/YY)
02/14/2013
(Street)
MINNEAPOLIS, MN55402
4. If Amendment, Date Original Filed (MM/DD/YY)
6. 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. 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, $0.01 par value 02/14/2013 S 41,298 D $ 33.8707 ( 1 ) 141,001 D
Common Stock, $0.01 par value 02/15/2013 M 21,185 A $ 0 162,186 D
Common Stock, $0.01 par value 02/15/2013 F 7,358 D $ 34.08 154,828 D
Common Stock, $0.01 par value 9,968 ( 2 ) I By 401(k) plan
Common Stock, $0.01 par value 341 I By Spouse
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
Employee Stock Option (Right to Buy) $ 33.99 02/14/2013 A 84,948 ( 3 ) 02/14/2023 Common Stock, $0.01 par value 84,948 $ 0 84,948 D
Restricted Stock Units ( 4 ) 02/14/2013 A 91,019 ( 5 ) 02/14/2014( 6 ) ( 6 ) Common Stock, $0.01 par value 91,019 $ 0 91,019 D
Restricted Stock Units ( 4 ) 02/15/2013 M 21,185 02/15/2013( 6 ) ( 6 ) Common Stock, $0.01 par value 21,185 $ 0 63,557 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CECERE ANDREW
800 NICOLLET MALL
MINNEAPOLIS, MN55402
Vice Chairman and CFO
Signatures
Lee R. Mitau for Andrew Cecere 02/19/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price in Column 4 is a weighted average price. The prices actually received ranged from $33.8700 to $33.8750. 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.
( 2 )Based on a plan report dated February 4, 2013, the most recent plan report available.
( 3 )The options vest in four equal annual installments beginning February 14, 2014. These options make up part of the reporting person's 2013 long-term incentive compensation grant.
( 4 )Restricted stock units convert into common stock on a one-for-one basis at the time of vesting.
( 5 )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 2013 long-term incentive compensation grant.
( 6 )The restricted stock units vest in four equal annual installments beginning on the date listed in the Date Exercisable column of Box 6.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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