Chenault Kenneth I Form 4 AMERICAN EXPRESS / KENNETH I CHENAULT 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^*

CHENAULT KENNETH I

(Last) (First) (Middle)

200 VESEY STREET, AMERICAN EXPRESS TOWER

(Street)

NEW YORK NY 10285-5001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN EXPRESS CO [ AXP ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2016

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	07/31/2015		G	V	16,000	D	(1)	738,630	D
Common Stock	01/26/2016		A(2)		32,577	A	$55.09	771,207	D
Common Stock	01/26/2016		F(3)		16,802	D	$55.09	754,405	D
Common Stock	01/26/2016		A(2)		21,608	A	$55.09	776,013	D
Common Stock	01/26/2016		F(3)		8,361	D	$55.09	767,652	D
Common Stock	01/26/2016		A(4)		32,577	A	$55.09	800,229	D
Common Stock	01/26/2016		D(4)		32,577	D	$55.09	767,652	D
Common Stock	01/26/2016		A(4)		21,608	A	$55.09	789,260	D
Common Stock	01/26/2016		D(4)		21,608	D	$55.09	767,652	D
Common Stock								67,568	I	by trust fbo children
Common Stock								59,122	I	by trust fbo children
Common Stock								26,148	I	By Wife
Common Stock								24,185.13	I(5)	By 401(k) Plan
Common Stock								4,158	I	Wife As Trustee/custodian
Common Stock								2,850	I	by son

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

Explanation of Responses:

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

2. 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.

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

4. 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.

5. 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.

Remarks:

As disclosed in the Company's 2015 Proxy Statement, in January 2015, the Compensation and Benefits Committee paid a portion of Mr. Chenault's 2014 Annual Incentive Award in restricted stock units ("RSUs"). The Committee also awarded RSUs as payment for the Portfolio Grant earned by Mr. Chenault over the 2012-2014 performance period. All of these RSUs were deferred with a one-year vesting period and structured to pay: 1/2 of each award in shares (which must be held by Mr. Chenault until one-year after retirement) and 1/2 in cash. These RSUs vested on January 26, 2016. Prior to these vestings, Mr. Chenault directly held 738,630 shares of common stock; after these vestings and withholdings for payment of taxes, he directly held 767,652 shares of common stock. As a result of these vestings, Mr. Chenault's share ownership increased by 29,022 shares of common stock; and he directly and indirectly beneficially owned a total of 951,683 shares of common stock.

	/s/ Emily T. Epstein, attorney-in-fact	01/28/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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