AMERICAN EXPRESS CO — Director's Dealing 2016

Dec 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2016-12-01

Reporting Person: Cox L Kevin (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-01	Common Stock	M	52903	$49.13	Acquired	52903	Direct
2016-12-01	Common Stock	S	48970	$72.30	Disposed	3933	Direct
2016-12-01	Common Stock	S	3932	$72.30	Disposed	22068	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-01	Employee Stock Option (Right to Buy)	$49.13	M	52903	Disposed	2018-01-30	Common Stock (52903)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22359	Indirect
Common Stock	52.63	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 exercise reported above and the sale of 50% of the net shares acquired from this exercise; the reporting person will retain the balance of the net shares in accordance with the Company's retention guidelines for executive officers.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 31, 2016.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.79 to $72.72. 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.

F4: This balance also reflects the prior transfer of shares from the reporting person's direct holdings to indirect holdings in the GRATs shown below.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.90 to $72.57. 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.

F6: 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.

F7: 31,250 of the options exercised became exercisable on 1/31/2009; the balance became exercisable on 1/31/2010.