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 *

CHENAULT KENNETH I
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
(Last)          (First)          (Middle)

200 VESEY STREET, AMERICAN EXPRESS TOWER
3. Date of Earliest Transaction (MM/DD/YYYY)

5/19/2016
(Street)

NEW YORK, NY 10285-5001
(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   5/19/2016     M    625000   A $49.13   1444572   D    
Common Stock   5/19/2016     M    257813   A $49.13   1702385   D    
Common Stock   5/19/2016     S (1)    838968   D $62.65   (2) 863417   D    
Common Stock                  67568   I   by trust fbo children  
Common Stock                  59122   I   by trust fbo children  
Common Stock                  26148   I   By Wife  
Common Stock                  24321.64   (3) I   By 401(k) Plan  
Common Stock                  4158   I   Wife As Trustee/custodian  
Common Stock                  2850   I   by son  

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
Employee Stock Option (Right to Buy)   $49.13   5/19/2016     M         625000    1/31/2009   (4) 1/30/2018   Common Stock   625000   $0   0   D    
Employee Stock Option (Right to Buy)   $49.13   5/19/2016     M         257813    1/27/2014   1/30/2018   Common Stock   257813   $0   0   D    

Explanation of Responses:
( 1)  The reported disposition represents the sale of shares to cover the cost of exercise and withholding tax obligations arising from the stock option exercises reported above and the sale of 50% of the net shares acquired from these exercises; the reporting person will retain the balance of the net shares in accordance with the Company's retention guidelines for executive officers.
( 2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.33 to $63.20. The reporting person undertakes to provide to American Express Company, any security holder of American Express Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.
( 3)  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.
( 4)  These options became exercisable in four equal annual installments beginning on the date shown as "Date Exercisable."

Remarks:
Prior to the transactions reported on this Form 4, Mr. Chenault directly and indirectly beneficially owned a total of 1,003,739.60 common shares. After the transactions reported on this Form 4, Mr. Chenault directly and indirectly beneficially owned a total of 1,047,584.60 common shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CHENAULT KENNETH I
200 VESEY STREET, AMERICAN EXPRESS TOWER
NEW YORK, NY 10285-5001
X
Chairman & CEO

Signatures
/s/ Emily T. Epstein, attorney-in-fact 5/20/2016
** 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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