Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Grundhofer, Jerry A.

2. Issuer Name and Ticker or Trading Symbol
U.S. Bancorp (USB)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Chairman, President and Chief Executive Officer   

(Last)      (First)     (Middle)

800 Nicollet Mall
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
1/24/03

(Street)

Minneapolis, MN 55402

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship 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

1/24/03

 

M

 

67,003

A

$4.86

 

 

 

Common Stock, $0.01 par value

1/24/03

 

F

 

67,003

D

$21.76

227,351(1)

I

Family Trust

Common Stock, $0.01 par value

 

 

 

 

 

 

 

17,714.95(2)

I

401(k) Plan

Common Stock, $0.01 par value

 

 

 

 

 

 

 

15,000

I

IRA Rollover
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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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Restricted Stock Units

1-for-1

 

 

 

 

 

 (3)

 (3)

Common Stock

235,991

 

235,991(4)

D

 

Restricted Stock Units

1-for-1

 

 

 

 

 

 

12/31/06

12/31/06

Common Stock

314,194

 

314,194(4)

D

 

Deferred Compensation Plan Participation

1-for-1

1/24/03

 

M

 

232,997

 

 (5)

 (5)

Common Stock

717,309.03

$4.86

717,309.03

D

 

Employee Stock Option (Right to Buy)

$4.86

1/24/03

 

M

 

 

300,000

 (6)

5/09/03

Common Stock

300,000

 

0

D

 

Employee Stock Option (Right to Buy)

$21.64

 

 

 

 

 

 

12/17/12

Common Stock

674,000

 

674,000

D

 

Employee Stock Option (Right to Buy)

$19.23

 

 

 

 

 

 

 

12/18/11

Common Stock

1,000,000

 

1,000,000

D

 

Employee Stock Option (Right to Buy)

$21.6875

 

 

 

 

 

 

 

12/12/10

Common Stock

1,070,000

 

1,070,000

D

 

Employee Stock Option (Right to Buy)

$21.375

 

 

 

 

 

 

 

12/14/09

Common Stock

590,000

 

590,000

D

 

Employee Stock Option (Right to Buy)

$23.7917

 

 

 

 

 

 

 

11/20/08

Common Stock

600,000

 

600,000

D

 

Employee Stock Option (Right to Buy)

$23.7917

 

 

 

 

 

 

 

11/20/08

Common Stock

540,000

 

540,000

D

 

Employee Stock Option (Right to Buy)

$18.9167

 

 

 

 

 

 

 

12/09/07

Common Stock

5,289

 

5,289

D

 

Employee Stock Option (Right to Buy)

$18.9167

 

 

 

 

 

 

 

12/07/07

Common Stock

534,711

 

534,711

D

 

Employee Stock Option (Right to Buy)

$10.11

 

 

 

 

 

 

 

12/10/06

Common Stock

9,882

 

9,882

D

 

Employee Stock Option (Right to Buy)

$10.11

 

 

 

 

 

 

 

12/09/06

Common Stock

530,118

 

530,118

D

 

Employee Stock Option (Right to Buy)

$6.7633

 

 

 

 

 

 

 

12/12/05

Common Stock

14,778

 

14,778

D

 

Employee Stock Option (Right to Buy)

$6.7633

 

 

 

 

 

 

 

12/09/05

Common Stock

525,222

 

525,222

D

 

Employee Stock Option (Right to Buy)

$3.7633

 

 

 

 

 

 

 

12/10/04

Common Stock

540,000

 

540,000

D

 

Employee Stock Option (Right to Buy)

$4.2233

 

 

 

 

 

 

 

6/11/04

Common Stock

445,266

 

445,266

D

 

Employee Stock Option (Right to Buy)

$5.64

 

 

 

 

 

 

 

5/09/03

Common Stock

350,000

 

350,000

D

 

Explanation of Responses:

(1) Includes 18,179 shares previously reported incorrectly as direct holdings.
(2) Based on a plan report dated 12/31/02, the most recent plan report available.
(3) The restricted stock units vest 100% on December 17, 2006, or 25% on December 17th of each of 2003, 2004 and 2005 if certain performance criteria are met in those years. Additional holding restrictions may apply.
(4) Includes restricted stock units acquired in January pursuant to a dividend reinvestment feature of the reporting person's restricted stock unit award.
(5) Deferred Compensation Plan Participation is payable in common stock following termination of the reporting person's employment with U.S. Bancorp.
(6) The option vested in four equal annual installments beginning on May 12, 1994.
  By: /s/ Lee R. Mitau
             For Jerry A. Grundhofer
**Signature of Reporting Person		 1/27/03
Date

**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 Number.

 

 
POWER OF ATTORNEY

	This statement confirms that I have authorized and designated
Lee R. Mitau, Laura F. Bednarski and Tracy J. Knewtson, and each of
them, as my attorney-in-fact to execute and file on my behalf all Forms
3, 4 and 5 (including any amendments) that I may be required to file
with the Securities and Exchange Commission as a result of my ownership
of or transactions in securities of U.S. Bancorp.  Their authority
under Statement shall continue until I am no longer required to file
Forms 4 and 5 with regard to my ownership of or transactions in
securities of U.S. Bancorp, unless I revoke it earlier writing.  I
acknowledge that they are not assuming any of my responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.


Dated:  9-4-02


				/s/Jerry A. Grundhofer
				Signature


				Jerry A. Grundhofer
				Printed Name