James M Cracchiolo Form 4 AMERIPRISE FINANCIAL / JAMES M CRACCHIOLO 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^*

CRACCHIOLO JAMES M

(Last) (First) (Middle)

GENERAL COUNSEL'S OFFICE

1098 AMERIPRISE FINANCIAL CENTER

(Street)

MINNEAPOLIS MN 55474

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERIPRISE FINANCIAL INC [ AMP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2017

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	02/06/2017		A		13,163(1)	A	$0	310,255	D
Common Stock	02/07/2017		M		176,343	A	$58.7	486,598	D
Common Stock	02/07/2017		F		131,835	D	$123.37	354,763	D
Common Stock	02/07/2017		F		3,344	D	$123.18	351,419	D
Common Stock								1,494.85(2)	I	By 401(k) Plan

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
Employee Stock Option (right to buy)	$123.37	02/06/2017		A		108,334		(3)	02/07/2027	Common Stock	108,334	$0	108,334	D
Employee Stock Option (right to buy)	$58.7	02/07/2017		M			176,343	(4)	02/08/2021	Common Stock	176,343	$0	0	D

Explanation of Responses:

1. Restricted stock unit award, granted under the Ameriprise Financial 2005 Incentive Compensation Plan, will vest in three equal installments on February 6, 2018, February 6, 2019 and February 6, 2020.

2. Estimate of the number of shares held in the reporting person's account in the Ameriprise Financial Stock Fund under the Ameriprise Financial 401(k) plan as of February 7, 2017. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Ameriprise stock.

3. One-third of the options vest after one year; one-third of the options vest after two years and the final options vest three years from February 6, 2017.

4. Fully vested.

	/s/ Thomas R. Moore for James M. Cracchiolo	02/08/2017
	** 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).
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