FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

TIERNEY BRIAN X
2. Issuer Name and Ticker or Trading Symbol

AMERICAN ELECTRIC POWER CO INC [ AEP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive VP, CFO
(Last)          (First)          (Middle)

1 RIVERSIDE PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

5/2/2016
(Street)

COLUMBUS, OH 43215
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/2/2016     M    4601   (1) A $64.77   (4) 4601   D  
 
Common Stock   5/2/2016     F    2206   D $64.77   (4) 2395   D  
 
Common Stock   5/2/2016     D    2395   D $64.77   (4) 0   D  
 
Common Stock   5/2/2016     M    4441   (2) A $64.77   (4) 4441   D  
 
Common Stock   5/2/2016     F    2129   D $64.77   (4) 2312   D  
 
Common Stock   5/2/2016     D    2312   D $64.77   (4) 0   D  
 
Common Stock   5/2/2016     M    3375   (3) A $64.77   (4) 3375   D  
 
Common Stock   5/2/2016     F    1618   D $64.77   (4) 1757   D  
 
Common Stock   5/2/2016     D    1757   D $64.77   (4) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Stock Units     (1) 5/2/2016     M      4601       5/2/2016   5/2/2016   Common Stock   4601     (4) 0   D  
 
Restricted Stock Units     (2) 5/2/2016     M      4441       5/2/2016   5/2/2016   Common Stock   4441     (4) 0   D  
 
Restricted Stock Units     (3) 5/2/2016     M      3375       5/2/2016   5/2/2016   Common Stock   3375     (4) 0   D  
 

Explanation of Responses:
( 1)  A portion of Mr. Tierney's restricted stock units (4,601) that were granted on 2/26/2013 vested on 5/2/2016. Upon vesting, 2,206 restricted stock units were withheld to satisfy the reporting person's tax liability and the remaining restricted stock units were settled in cash.
( 2)  A portion of Mr. Tierney's restricted stock units (4,441) that were granted on 12/10/2013 vested on 5/2/2016. Upon vesting, 2,129 restricted stock units were withheld to satisfy the reporting person's tax liability and the remaining restricted stock units were settled in cash.
( 3)  A portion of Mr. Tierney's restricted stock units (3,375) that were granted on 2/24/2015 vested on 5/2/2016. Upon vesting, 1,618 restricted stock units were withheld to satisfy the reporting person's tax liability and the remaining restricted stock units were settled in cash.
( 4)  Value is based on 20 day average closing price of $64.77.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TIERNEY BRIAN X
1 RIVERSIDE PLAZA
COLUMBUS, OH 43215


Executive VP, CFO

Signatures
/s/ Thomas G. Berkemeyer, Attorney-in-Fact for Brian X. Tierney 5/3/2016
** 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.
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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