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 *

McCullough Mark C
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 Vice President
(Last)          (First)          (Middle)

AMERICAN ELECTRIC POWER, 1 RIVERSIDE PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

5/1/2020
(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 5/1/2020  F  664 (1)D$81.39 (5)10530 D 
 
Common Stock 5/1/2020  F  674 (2)D$81.39 (5)9856 D 
 
Common Stock 5/1/2020  F  603 (3)D$81.39 (5)9253 D 
 
Common Stock 5/4/2020  S  2244 (4)D$81.19 7009 D 
 
Common Stock         7853 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) A portion of Mr. McCullough's restricted stock units (1,432) that were granted on 2/20/2017 vested on 5/1/2020. Upon vesting, 664 restricted stock units were withheld to satisfy the reporting person's tax liability.
(2) A portion of Mr. McCullough's restricted stock units (1,453) that were granted on 2/19/2018 vested on 5/1/2020 Upon vesting, 674 restricted stock units were withheld to satisfy the reporting person's tax liability.
(3) A portion of Mr. McCullough's restricted stock units (1,300) that were granted on 2/18/2019 vested on 5/1/2020. Upon vesting, 603 restricted stock units were withheld to satisfy the reporting person's tax liability.
(4) Sold pursuant to a 10b5-1 Plan executed on November 21, 2019.
(5) Value is based on the closing price of the stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
McCullough Mark C
AMERICAN ELECTRIC POWER
1 RIVERSIDE PLAZA
COLUMBUS, OH 43215


Executive Vice President

Signatures
/s/ Thomas G. Berkemeyer, Attorney-in-Fact for Mark C. McCullough5/5/2020
**Signature of Reporting PersonDate

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