AMERICAN EXPRESS CO — Director's Dealing 2014

Aug 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2014-08-06

Reporting Person: GILLIGAN EDWARD P (President, American Express Co)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-06	Common Stock	M	150000	$57.77	Acquired	279200	Direct
2014-08-06	Common Stock	M	225000	$58.54	Acquired	504200	Direct
2014-08-06	Common Stock	S	345322	$86.2419	Disposed	158878	Direct
2014-08-06	Common Stock	S	11820	$86.2419	Disposed	147058	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-06	Employee Stock Option (Right to Buy)	$57.77	M	150000	Disposed	2017-01-24	Common Stock (150000)	Direct
2014-08-06	Employee Stock Option (Right to Buy)	$58.54	M	225000	Disposed	2017-07-31	Common Stock (225000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1651	Indirect

Footnotes

F1: The reported disposition represents the sale of shares to cover the cost of exercise and withholding tax obligations arising from the stock option exercises reported above and the sale of 50% of the net shares acquired from these exercises; Mr. Gilligan will retain the balance of the net shares in accordance with the Company's retention guidelines for executive officers.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.00 to $86.61. The reporting person undertakes to provide to American Express Company, any security holder of American Express Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

F3: The reported disposition represents the sale of one-half of the net shares acquired from restricted stock vestings in January 2014; Mr. Gilligan will continue to retain the remaining net shares for one year from the date of vesting in accordance with the Company's retention requirements.

F4: Shares held in reporting person's account under the Company's Retirement Savings Plan. This plan uses unit accounting, and the number of shares that a participant is deemed to hold varies with the unit price of the Company pooled stock fund.

F5: These options became exercisable in four equal annual installments beginning on date shown as "Date Exercisable."

F6: These options became exercisable in three equal annual installments beginning on the date shown as "Date Exercisable."