AMERICAN EXPRESS CO — Director's Dealing 2016

Jan 28, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN EXPRESS CO (AXP)
CIK: 0000004962
Period of Report: 2016-01-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-31	Common Stock	G	16000	—	Disposed	738630	Direct
2016-01-26	Common Stock	A	32577	$55.09	Acquired	771207	Direct
2016-01-26	Common Stock	F	16802	$55.09	Disposed	754405	Direct
2016-01-26	Common Stock	A	21608	$55.09	Acquired	776013	Direct
2016-01-26	Common Stock	F	8361	$55.09	Disposed	767652	Direct
2016-01-26	Common Stock	A	32577	$55.09	Acquired	800229	Direct
2016-01-26	Common Stock	D	32577	$55.09	Disposed	767652	Direct
2016-01-26	Common Stock	A	21608	$55.09	Acquired	789260	Direct
2016-01-26	Common Stock	D	21608	$55.09	Disposed	767652	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	67568	Indirect
Common Stock	59122	Indirect
Common Stock	26148	Indirect
Common Stock	24185.13	Indirect
Common Stock	4158	Indirect
Common Stock	2850	Indirect

Footnotes

F1: The reported disposition represents a bona fide charitable gift made by the reporting person.

F2: Represents shares acquired pursuant to vesting of RSUs that were granted to the reporting person in January 2015 and vested in January 2016 based on the terms of the grant approved in January 2015 (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.

F3: The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of the RSUs granted in January 2015.

F4: The transactions reported represent RSUs granted in January 2015, which were settled in cash upon vesting in accordance with the terms of the grant approved in January 2015 (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 2015.

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.