Craig E Gifford Form 4 US BANCORP / Craig E Gifford ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Gifford Craig E

(Last) (First) (Middle)

800 NICOLLET MALL

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

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)
EVP and Controller

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/28/2018		M		13,526	A	$11.02	62,775	D
Common Stock, $0.01 par value	02/28/2018		M		13,524	A	$13.88	76,299	D
Common Stock, $0.01 par value	02/28/2018		M		7,144	A	$23.86	83,443	D
Common Stock, $0.01 par value	02/28/2018		M		6,017	A	$28.63	89,460	D
Common Stock, $0.01 par value	02/28/2018		M		5,679	A	$28.7	95,139	D
Common Stock, $0.01 par value	02/28/2018		S		5,679	D	$55.32	89,460	D
Common Stock, $0.01 par value	02/28/2018		S		6,017	D	$55.32	83,443	D
Common Stock, $0.01 par value	02/28/2018		S		7,144	D	$55.34	76,299	D
Common Stock, $0.01 par value	02/28/2018		S		13,524	D	$55.36(1)	62,775	D
Common Stock, $0.01 par value	02/28/2018		S		13,526	D	$55.37(2)	49,249	D
Common Stock, $0.01 par value								1,164(3)	I	By 401(k) plan

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$13.88	02/28/2018		M			13,524	(4)	01/22/2019	Common Stock, $0.01 par value	13,524	$13.88	0.0000	D
Employee Stock Option (Right to Buy)	$28.63	02/28/2018		M			6,017	(5)	02/15/2022	Common Stock, $0.01 par value	6,017	$28.63	0.0000	D
Employee Stock Option (Right to Buy)	$23.86	02/28/2018		M			7,144	(6)	02/16/2020	Common Stock, $0.01 par value	7,144	$23.86	0.0000	D
Employee Stock Option (Right to Buy)	$28.7	02/28/2018		M			5,679	(7)	02/16/2021	Common Stock, $0.01 par value	5,679	$28.7	0.0000	D
Employee Stock Option (Right to Buy)	$11.02	02/28/2018		M			13,526	(8)	02/18/2019	Common Stock, $0.01 par value	13,526	$11.02	0.0000	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually received ranged from $55.35 to $55.38. 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. The price in Column 4 is a weighted average price. The prices actually received ranged from $55.36 to $55.38. 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.

3. Based on a plan report dated February 28, 2018, the most recent plan report available.

4. The option vested in four equal annual installments beginning on January 22, 2010.

5. The option vested in four equal annual installments beginning on February 15, 2013.

6. The option vested in four equal annual installments beginning on February 16, 2011.

7. The option vested in four equal annual installments beginning on February 16, 2012.

8. The option vested in four equal annual installments beginning February 18, 2010.

	James L. Chosy for Craig E. Gifford	03/01/2018
	** Signature of Reporting Person	Date
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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