Form 5

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MScnNkgayxwef60wyvQu0YvGq90BHA8GpQwN6hcRAj4dMw1zVeVI8RGAYzSrW6FG V0sNzBOtPFAl9xdMlAZ9Zg== 0001185483-03-000001.txt : 20030212 0001185483-03-000001.hdr.sgml : 20030212 20030212135800 ACCESSION NUMBER: 0001185483-03-000001 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030212 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: GRUNDHOFER JOHN F CENTRAL INDEX KEY: 0001185483 RELATIONSHIP: DIRECTOR FILING VALUES: FORM TYPE: 5 MAIL ADDRESS: STREET 1: 800 NICOLLET MALL CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US BANCORP \DE\ CENTRAL INDEX KEY: 0000036104 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 410255900 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06880 FILM NUMBER: 03553649 BUSINESS ADDRESS: STREET 1: 601 2ND AVENUE SOUTH STREET 2: FIRST BANK PLACE CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 BUSINESS PHONE: 6129731111 MAIL ADDRESS: STREET 1: 601 2ND AVENUE SOUTH STREET 2: FIRST BANK PLACE CITY: MINNEAPOLIS STATE: MN ZIP: 55402-4302 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK STOCK CORP DATE OF NAME CHANGE: 19720317 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANK SYSTEM INC DATE OF NAME CHANGE: 19920703 5 1 edgar.htm 5 Form 5

FORM 5

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

OMB APPROVAL

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
    Form 4 Transactions Reported

ANNUAL 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

OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5

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

1. Name and Address of Reporting Person* Grundhofer, John 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 Officer (give title below) Other (specify below)
(Last) (First) (Middle) U.S. Bancorp 800 Nicollet Mall	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Year December 31, 2002
(Street) Minneapolis, MN 55402		5. If Amendment, Date of Original (Month/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 at End of Issuer's Fiscal year (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price

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).

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

FORM 5 (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
at End of Year
(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)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Restricted Stock Units

1-for-1

⁽¹⁾

Common Stock

2,500

Employee Stock Option (Right to Buy)

$27.87

1/07/02

48,169

⁽²⁾

1/19/04

Common Stock

128,928

80,759

Non-Employee Director Stock Option (Right to Buy)

$21.64

12/17/12

Common Stock

7,200

Employee Stock Option (Right to Buy)

$23.34

2/27/11

Common Stock

2,400,000

Employee Stock Option (Right to Buy)

$27.22

12/19/06

Common Stock

336,600

Employee Stock Option (Right to Buy)

$29.10

8/01/07

Common Stock

168,536

Employee Stock Option (Right to Buy)

$29.35

4/20/09

Common Stock

1,922,800

Employee Stock Option (Right to Buy)

$33.99

12/19/06

Common Stock

315,401

Employee Stock Option (Right to Buy)

$33.99

1/19/04

Common Stock

26,364

Employee Stock Option (Right to Buy)

$33.99

12/19/06

Common Stock

321,854

Employee Stock Option (Right to Buy)

$27.87

1/19/04

Common Stock

54,386

Employee Stock Option (Right to Buy)

$27.87

1/19/04

Common Stock

107,869

Employee Stock Option (Right to Buy)

$27.87

1/19/04

Common Stock

134,984

Employee Stock Option (Right to Buy)

$27.87

1/19/03

Common Stock

85,642

Employee Stock Option (Right to Buy)

$22.90

8/01/07

Common Stock

379,500

Explanation of Responses:

(1) The restricted stock units vest in four equal annual installments beginning on December 17, 2003. Vested units are payable in common stock when the reporting person retires in accordance with the Company's director retirement policy.
(2) 100% Exercisable.

By: /s/ Lee R. Mitau
For John F. Grundhofer
**Signature of Reporting Person

2/12/03
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:  8-29-02


				/s/John F. Grundhofer
				Signature


				John F. Grundhofer
				Printed Name

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