Statement of Changes in Beneficial Ownership (4)
January 30 2015 - 4:51PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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CHENAULT KENNETH I
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2. Issuer Name
and
Ticker or Trading Symbol
AMERICAN EXPRESS CO
[
AXP
]
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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
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(Last)
(First)
(Middle)
200 VESEY STREET, AMERICAN EXPRESS TOWER
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/28/2015
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(Street)
NEW YORK, NY 10285-5001
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/28/2015
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A
(1)
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21295
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A
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$81.73
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792425
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D
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Common Stock
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1/28/2015
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F
(2)
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10982
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D
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$81.73
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781443
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D
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Common Stock
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1/28/2015
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A
(1)
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11253
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A
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$81.73
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776934
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D
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Common Stock
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1/28/2015
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F
(2)
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5804
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D
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$81.73
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771130
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D
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Common Stock
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1/28/2015
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A
(3)
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21295
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A
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$81.73
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802738
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D
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Common Stock
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1/28/2015
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D
(3)
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21295
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D
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$81.73
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781443
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D
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Common Stock
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1/28/2015
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A
(3)
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11253
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A
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$81.73
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792696
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D
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Common Stock
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1/28/2015
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D
(3)
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11253
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D
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$81.73
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781443
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D
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Common Stock
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67568
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I
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by trust fbo children
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Common Stock
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59122
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I
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by trust fbo children
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Common Stock
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26148
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I
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By Wife
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Common Stock
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23795
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I
(4)
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By 401(k) Plan
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Common Stock
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4158
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I
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Wife As Trustee/custodian
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Common Stock
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2850
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I
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by son
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Represents shares acquired pursuant to vesting of RSUs that were granted to the reporting person in January 2014 and vested in January 2015 based on the terms of the grant approved in January 2014 (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.
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(
2)
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The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of the RSUs granted in January 2014.
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(
3)
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The transactions reported represent RSUs granted in January 2014 which were settled in cash upon vesting in accordance with the terms of the grant approved in January 2014 (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 2014.
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(
4)
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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.
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Remarks:
As disclosed in the Company's 2014 Proxy Statement, in January 2014, the Compensation and Benefits Committee paid a portion of Mr. Chenault's 2013 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 2011-13 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 28, 2015.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CHENAULT KENNETH I
200 VESEY STREET, AMERICAN EXPRESS TOWER
NEW YORK, NY 10285-5001
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X
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Chairman & CEO
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Signatures
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/s/ Emily T. Epstein, attorney-in-fact
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1/30/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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