UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | July 29, 2016 |
U.S. Bancorp
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 1-6880 | 41-0255900 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
800 Nicollet Mall, Minneapolis, Minnesota | 55402 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | 651-466-3000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
On July 29, 2016, U.S. Bancorp (the "Company") sent a notice to its executive officers informing them that the Company is changing the stock plan administrator for its stock incentive plans and that, as a result of this change, there will be a blackout period from September 26, 2016, through September 30, 2016, during which they will be prohibited from engaging in any option exercise transactions involving stock options acquired in connection with their employment with the Company. The notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Inquiries about this blackout period may be directed to Karen Bulman, U.S. Bancorp, 800 Nicollet Mall, Minneapolis, MN 55402 at (651) 325-0390.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Notice transmitted on July 29, 2016
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
U.S. Bancorp | ||||
July 29, 2016 | By: |
/s/ Jennie P. Carlson
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Name: Jennie P. Carlson | ||||
Title: Executive Vice President, Human Resources |
Exhibit Index
Exhibit No. | Description | |
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99.1
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Notice transmitted on July 29, 2016 |
Morgan Stanley blackout period and transition to Fidelity
On Oct. 3, U.S. Bank will transition stock plan administrative services from Morgan Stanley to Fidelity Stock Plan Services (Fidelity).
What is being transferred to Fidelity?
U.S. Bancorp equity that is either unvested restricted stock awards, or outstanding stock options
that are unvested or vested and unexercised, will transition to Fidelity. Any vested restricted
stock awards that are in your Morgan Stanley account at the time of transition will remain there.
You may choose to sell those shares or transfer the shares to another broker.
Activating and accessing your Fidelity Account®
Katie Hohnecker will be your Executive Services Officer and your primary point of contact at
Fidelity. Prior to the transition, we will arrange a time for Katie to work with you to complete
all paperwork that is required as an executive officer.
Blackout period for stock options
For Fidelity to complete the account migration process, there will be a blackout period during
which no stock option exercises will be permitted. The blackout period will begin before market
open on Monday, Sept. 26 and will end after market close on Friday, Sept. 30. (This is
informational only, as the window period for trading is not open during this time.)
Morgan Stanley StockPlan Connect account access
You may continue to access your Morgan Stanley StockPlan Connect account history online through
April 30, 2017, although no unvested restricted shares or stock options will be held in that
account. Beginning May 1, 2017, you must call Morgan Stanley to request account information.
Information about previous transactions, such as stock option exercises or restricted stock
vesting, will not migrate to the Fidelity system. You are responsible for saving any historical
information from your online account if you think you will need it after April 30, 2017. As a
courtesy, we will provide you with an account statement as of the conversion date.
You do not need to take any action at this time. Well continue to share communications related to the transition over the next several weeks. If you have questions, please contact Karen Bulman or Jane Ludwig.
Thank you,
U.S. Bank Equity Administration team