Campbell Jeffrey C Form 4/A AMERICAN EXPRESS / JEFFREY C CAMPBELL 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^*

CAMPBELL JEFFREY C

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/01/2022

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	01/29/2022		A(1)		35,657	A	$0	121,781.628	D
Common Stock	01/29/2022		F(2)		18,888	D	$177.06	102,893.628	D
Common Stock	01/29/2022		A(3)		5,942	A	$0	108,835.628	D
Common Stock	01/29/2022		F(4)		3,286	D	$177.06	105,786.851(5)	D

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)	$100.96	01/29/2022		A(6)		38,510		01/29/2022	01/29/2029	Common Stock	38,510	$0	38,510	D

Explanation of Responses:

1. Represents shares acquired pursuant to vesting of Restricted Stock Units that were granted to the reporting person in January 2019 and have vested based on the Company's 2019-21 average return on equity performance.

2. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of Restricted Stock Units.

3. Represents shares acquired pursuant to vesting of Restricted Stock Units that were granted to the reporting person in January 2019 and have vested based on the Company's 2019-21 average return on equity performance.

4. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of Restricted Stock Units.

5. Includes shares acquired pursuant to dividend reinvestment.

6. The reported acquisition represents the vesting of Stock Options that were granted to the reported person on 1/29/2019. These options became exercisable on 1/29/2022 based on the Company's positive cumulative net income over the three year performance period.

Remarks:

The original Form 4, filed on February 1, 2022, is being amended by this Form 4 amendment to include shares acquired pursuant to dividend reinvestment (as reflected in the footnote above) that were inadvertently omitted in the original filing.

	/s/ Kristina V. Fink, attorney-in-fact	02/07/2022
	** 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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