SEC Form 4 · accession 0001127602-17-004388

AMERICAN EXPRESS CO · AXP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

L Kevin Cox

Officer — Chief Human Resources Officer

Period of report

Feb 3, 2017

Accepted (ET)

Feb 7, 2017 · 5:16 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	Feb 3, 2017	M	27,133	$38.10	A	50,463	D
Common Stock^F2	Feb 3, 2017	S	23,777	$78.00	D	26,686	D
Common Stock^F3	Feb 3, 2017	S	3,355	$78.01	D	4,909	I	By GRAT II
Common Stock^F4	Feb 6, 2017	S	2,797	$77.58	D	23,889	D
Common Stock^F5	Feb 6, 2017	S	2,797	$77.57	D	2,112	I	By GRAT II
Common Stock	holding	—	—		—	22,359	I	By GRAT I
Common Stock^F6	holding	—	—		—	53	I	by 401(k) Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F7	$38.10	Feb 3, 2017	M	27,133	D	Jan 26, 2013	Jan 26, 2020	Common Stock	27,133	0	D

Explanation of responses

F1The reported disposition represents the sale of shares to cover the cost of exercise and withholding tax obligations arising from the stock option exercise reported above and the sale of 50% of the net shares acquired from this exercise; the reporting person will retain the balance of the net shares in accordance with the Company's retention guidelines for executive officers.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.04. 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.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.03. 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.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.50 to $77.66. 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.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.50 to $77.65. 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.
F6Shares 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.
F75,479 of the options exercised became exercisable on 1/26/2013; the balance became exercisable on 1/26/2014.

Remarks

The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 31, 2016.