AMERICAN EXPRESS CO — Director's Dealing 2014

Jan 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2014-01-22

Reporting Person: HAYES JOHN D (EVP, Advertising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-22	Common Stock	M	120000	$51.865	Acquired	197797.873	Direct
2014-01-22	Common Stock	M	39370	$38.10	Acquired	237167.873	Direct
2014-01-22	Common Stock	S	140546	$90.8845	Disposed	96621.873	Direct
2014-01-22	Common Stock	S	18824	$90.8845	Disposed	77797.873	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-22	Employee Stock Option (Right to Buy)	$51.865	M	120000	Disposed	2016-01-23	Common Stock (120000)	Direct
2014-01-22	Employee Stock Option (Right to Buy)	$38.10	M	39370	Disposed	2020-01-26	Common Stock (39370)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3863	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; the reporting person 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 $90.69 to $91.06. 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 shares acquired from restricted stock vestings and/or stock option exercises in prior years.

F4: Includes shares acquired pursuant to dividend reinvestment.

F5: 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.

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

F7: One half of the options exercised became exercisable on January 26, 2011; the balance became exercisable on January 26, 2012.