AMERICAN EXPRESS CO — Director's Dealing 2015

Jan 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2015-01-28

Reporting Person: CHENAULT KENNETH I (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Common Stock	A	21295	$81.73	Acquired	792425	Direct
2015-01-28	Common Stock	F	10982	$81.73	Disposed	781443	Direct
2015-01-28	Common Stock	A	11253	$81.73	Acquired	776934	Direct
2015-01-28	Common Stock	F	5804	$81.73	Disposed	771130	Direct
2015-01-28	Common Stock	A	21295	$81.73	Acquired	802738	Direct
2015-01-28	Common Stock	D	21295	$81.73	Disposed	781443	Direct
2015-01-28	Common Stock	A	11253	$81.73	Acquired	792696	Direct
2015-01-28	Common Stock	D	11253	$81.73	Disposed	781443	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	67568	Indirect
Common Stock	59122	Indirect
Common Stock	26148	Indirect
Common Stock	23795	Indirect
Common Stock	4158	Indirect
Common Stock	2850	Indirect

Footnotes

F1: Represents shares acquired pursuant to vesting of RSUs that were granted to the reporting person in January 2014 and vested in January 2015 based on the terms of the grant approved in January 2014 (see Remarks below). Pursuant to the award terms, the reporting person is required to hold 100% of shares (net of taxes) received upon the vesting of equity awards until one year after retirement.

F2: The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of the RSUs granted in January 2014.

F3: The transactions reported represent RSUs granted in January 2014 which were settled in cash upon vesting in accordance with the terms of the grant approved in January 2014 (see Remarks below). The transactions reported represent a simultaneous deemed acquisition of these shares from the issuer and disposition of these shares to the issuer. The issuer withheld a portion of the amount due to the reporting person to satisfy tax obligations arising from the vesting of the RSUs granted in January 2014.

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.