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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

COLLINS ARTHUR D JR
2. Issuer Name and Ticker or Trading Symbol

US BANCORP DE [ USB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

ONE STAMFORD PLAZA, 263 TRESSER BOULEVARD, 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

10/20/2016
(Street)

STAMFORD, CT 06901
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/20/2016     M    35845.0000   A $35.7600   35845.0000   (1) D    
Common Stock, $0.01 par value   10/20/2016     S    35845.0000   D $44.0100   (2) 0.0000   D    
Common Stock, $0.01 par value   2/1/2016     G   V 47165.0000   (3) D $0.0000   0.0000   I   by GRAT  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Non-Employee Director Stock Option (Right to Buy)   $35.7600   10/20/2016     M         35845.0000      (4) 1/17/2017   Common Stock, $0.01 par value   35845.0000   $0.0000   0.0000   D    

Explanation of Responses:
( 1)  The reporting person's direct holdings were erroneously adjusted downward by 674 shares in a Form 4 filed by the reporting person on April 22, 2015, when those holdings should have in fact been adjusted upward by 674 shares. Accordingly, the number of shares reported in this box is 1,348 shares more than that reported on previous forms.
( 2)  The price in Column 4 is a weighted average price. The prices actually received ranged from $43.97 to $44.08. 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)  The reporting person transferred 4,112 shares and 6,398 shares into the GRAT account on September 3, 2014 and September 4, 2014, respectively.
( 4)  The option vested in four equal annual installments beginning on January 17, 2008.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COLLINS ARTHUR D JR
ONE STAMFORD PLAZA
263 TRESSER BOULEVARD, 15TH FLOOR
STAMFORD, CT 06901
X



Signatures
James L. Chosy for Arthur D. Collins, Jr. 10/24/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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