Graf Alan B JR Form 4 FEDEX / ALAN B GRAF JR ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRAF ALAN B JR

(Last) (First) (Middle)

942 SOUTH SHADY GROVE ROAD

(Street)

MEMPHIS TN 38120

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FEDEX CORP [ FDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP CHIEF FINANCIAL OFF

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/23/2017		M		871	A	$114.74	151,536	D
Common Stock	03/23/2017		M		19,784	A	$114.74	171,320	D
Common Stock	03/23/2017		M		1,181	A	$84.655	172,501	D
Common Stock	03/23/2017		M		3,819	A	$84.655	176,320	D
Common Stock	03/23/2017		S		25,655	D	$195	150,665	D
Common Stock								20,000	I	by Alan Graf 2012 Family Trust
Common Stock								7,400	I	By Susan M. Graf Trust
Common Stock								448(1)	I	Retirement Plan
Common Stock								20,000	I	by Graf 2012 Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (Right to Buy)	$114.74	03/23/2017		M			871	(2)	07/09/2017	Common Stock	871	$0	0	D
Non-qualified Stock Option (Right to Buy)	$114.74	03/23/2017		M			19,784	(2)	07/09/2017	Common Stock	19,784	$0	0	D
Incentive Stock Option (Right to Buy)	$84.655	03/23/2017		M			1,181	(2)	01/14/2018	Common Stock	1,181	$0	0	D
Non-qualified Stock Option (Right to Buy)	$84.655	03/23/2017		M			3,819	(2)	01/14/2018	Common Stock	3,819	$0	0	D

Explanation of Responses:

1. Ownership has been adjusted to reflect dividend paid to all holders of record.

2. These options first exercisable one year from date of grant.

	/s/ Alan B. Graf, Jr.	03/23/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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