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 *

CRACCHIOLO JAMES M
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
(Last)          (First)          (Middle)

GENERAL COUNSEL'S OFFICE, 1098 AMERIPRISE FINANCIAL CENTER
3. Date of Earliest Transaction (MM/DD/YYYY)

2/11/2015
(Street)

MINNEAPOLIS, MN 55474
(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   2/11/2015     S    25000   D $136.010   (1) 307941   D    
Common Stock   2/12/2015     M    50000   A $37.23   357941   D    
Common Stock   2/12/2015     F    32452   D $137.33   325489   D    
Common Stock   2/12/2015     S    42682   D $137.1973   (2) 282807   D    
Common Stock   2/13/2015     S    3903   D $137.9213   (3) 278904   D    
Common Stock                  1416.50   (4) I   By 401(k) Plan  

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)   $37.23   2/12/2015     M         50000      (5) 2/9/2020   Common Stock   50000   $0   137994   D    

Explanation of Responses:
( 1)  Reflects the weighted average price of 25,000 shares of common stock of Ameriprise Financial, Inc. sold by the reporting person in multiple transactions on February 11, 2015 with sale prices ranging from $136.00 to $136.03 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 2)  Reflects the weighted average price of 42,682 shares of common stock of Ameriprise Financial, Inc. sold by the reporting person in multiple transactions on February 12, 2015 with sale prices ranging from $137.00 to $137.53 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 3)  Reflects the weighted average price of 3,903 shares of common stock of Ameriprise Financial, Inc. sold by the reporting person in multiple transactions on February 13, 2015 with sale prices ranging from $137.91 to $137.96 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 4)  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 11, 2015. This plan uses unit accounting and the number of shares that a participant is deemed to hold varies with the price of Ameriprise stock.
( 5)  Fully vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CRACCHIOLO JAMES M
GENERAL COUNSEL'S OFFICE
1098 AMERIPRISE FINANCIAL CENTER
MINNEAPOLIS, MN 55474
X
Chairman and CEO

Signatures
/s/ Thomas R. Moore for James M. Cracchiolo 2/13/2015
** 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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