SEC Form 4 · accession 0001127602-15-003484
AMERICAN EXPRESS CO · AXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth I Chenault
Officer — Chairman & CEO · Director
Period of report
Jan 28, 2015
Accepted (ET)
Jan 30, 2015 · 4:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000004962
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 28, 2015 | A | 21,295 | $81.73 | A | 792,425 | D | |
| Common Stock | Jan 28, 2015 | F | 10,982 | $81.73 | D | 781,443 | D | |
| Common Stock | Jan 28, 2015 | A | 11,253 | $81.73 | A | 776,934 | D | |
| Common Stock | Jan 28, 2015 | F | 5,804 | $81.73 | D | 771,130 | D | |
| Common Stock | Jan 28, 2015 | A | 21,295 | $81.73 | A | 802,738 | D | |
| Common Stock | Jan 28, 2015 | D | 21,295 | $81.73 | D | 781,443 | D | |
| Common Stock | Jan 28, 2015 | A | 11,253 | $81.73 | A | 792,696 | D | |
| Common Stock | Jan 28, 2015 | D | 11,253 | $81.73 | D | 781,443 | D | |
| Common Stock | holding | — | — | — | 67,568 | I | by trust fbo children | |
| Common Stock | holding | — | — | — | 59,122 | I | by trust fbo children | |
| Common Stock | holding | — | — | — | 26,148 | I | By Wife | |
| Common StockF4 | holding | — | — | — | 23,795 | I | By 401(k) Plan | |
| Common Stock | holding | — | — | — | 4,158 | I | Wife As Trustee/custodian | |
| Common Stock | holding | — | — | — | 2,850 | I | by son |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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.
- F2The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of the RSUs granted in January 2014.
- F3The 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.
- F4Shares 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.
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.