SEC Form 4 · accession 0001127602-17-034895
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
Dec 14, 2017
Accepted (ET)
Dec 18, 2017 · 3:22 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 | Dec 14, 2017 | M | 118,000 | $16.71 | A | 1,178,333 | D | |
| Common StockF2 | Dec 14, 2017 | S | 96,440 | $97.30 | D | 1,081,893 | D | |
| Common StockF3 | Dec 14, 2017 | G | 5,087 | — | D | 1,076,806 | D | |
| Common Stock | holding | — | — | — | 67,568 | I | KIC GST Trust | |
| Common StockF4 | holding | — | — | — | 46,748 | I | Shares held by wife | |
| Common StockF4 | holding | — | — | — | 38,522 | I | Kathryn GST Trust | |
| Common StockF5 | holding | — | — | — | 24,941 | I | By 401(k) Plan | |
| Common Stock | holding | — | — | — | 4,158 | I | Wife As Trustee/custodian | |
| Common Stock | holding | — | — | — | 2,850 | I | Shares held by son |
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)F6 | $16.71 | Dec 14, 2017 | M | 118,000 | D | Jan 29, 2010 | Jan 29, 2019 | Common Stock | 118,000 | 118,888 | 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 $97.23 to $97.46. 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 reported disposition represents a bona fide charitable gift made by the reporting person.
- F4This balance reflects a transfer of 20,600 shares from the Kathryn GST Trust to his wife's individual brokerage account.
- 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.
- F6These options became exercisable in four equal annual installments beginning on date shown as "Date Exercisable."
Remarks
Prior to the transactions reported on this Form 4, Mr. Chenault directly and indirectly beneficially owned a total of 1,245,119.90 common shares. After the transactions reported on this Form 4, Mr. Chenault directly and indirectly beneficially owned a total of 1,261,592.90 common shares.