SEC Form 4 · accession 0001127602-17-002838
AMERICAN EXPRESS CO · AXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 16, 2016 | G | 16,000 | — | D | 847,417 | D | |
| Common Stock | Jan 26, 2017 | A | 63,149 | $76.89 | A | 910,566 | D | |
| Common Stock | Jan 26, 2017 | F | 33,349 | $76.89 | D | 877,217 | D | |
| Common Stock | Jan 26, 2017 | A | 63,148 | $76.89 | A | 940,365 | D | |
| Common Stock | Jan 26, 2017 | D | 63,148 | $76.89 | D | 877,217 | 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 StockF5 | holding | — | — | — | 24,632 | 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
Explanation of responses
- F1The reported disposition represents a bona fide charitable gift made by the reporting person.
- F2Represents shares acquired pursuant to vesting of RSUs that were granted to the reporting person in January 2016 and vested in January 2017 based on the terms of the grant approved in January 2016 (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.
- F3The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of the RSUs granted in January 2016.
- F4The transactions reported represent RSUs granted in January 2016, which were settled in cash upon vesting in accordance with the terms of the grant approved in January 2016 (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 2016.
- F5Shares 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 2016 Proxy Statement, in January 2016, the Compensation and Benefits Committee paid Mr. Chenault's 2015 Annual Incentive Award in restricted stock units ("RSUs"). The Committee also awarded RSUs as payment of the Portfolio Grant earned by Mr. Chenault over the 2013-2015 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 26, 2017. Prior to these vestings, Mr. Chenault directly held 847,417 shares of common stock; after these vestings and withholdings for payment of taxes, he directly held 877,217 shares of common stock. As a result of these vestings, Mr. Chenault's ownership increased by 29,800 shares of common stock; and he directly and indirectly beneficially owned a total of 1,061,695 shares of common stock.