SEC Form 4 · accession 0001127602-18-002681
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 Stock | Jan 24, 2018 | A | 19,857 | $97.98 | A | 1,096,663 | D | |
| Common Stock | Jan 24, 2018 | F | 9,035 | $97.98 | D | 1,087,628 | D | |
| Common Stock | Jan 24, 2018 | A | 19,856 | $97.98 | A | 1,107,484 | D | |
| Common Stock | Jan 24, 2018 | D | 19,856 | $97.98 | D | 1,087,628 | D | |
| Common Stock | holding | — | — | — | 67,568 | I | KIC GST Trust | |
| Common Stock | holding | — | — | — | 46,748 | I | Shares held by wife | |
| Common Stock | holding | — | — | — | 38,522 | I | Kathryn GST Trust | |
| Common StockF4 | 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
Explanation of responses
- F1Represents shares acquired pursuant to vesting of RSUs that were granted to the reporting person in January 2017 and vested in January 2018 based on the terms of the grant approved in January 2017 (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 2017.
- F3The transactions reported represent RSUs granted in January 2017, which were settled in cash upon vesting in accordance with the terms of the grant approved in January 2017 (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 2017.
- 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 2017 Proxy Statement, in January 2017, the Compensation and Benefits Committee awarded Restricted Stock Units ("RSUs") as payment of the Portfolio Grant earned by Mr. Chenault over the 2014-2016 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 24, 2018. Prior to these vestings, Mr. Chenault directly held 1,076,806 shares of common stock; after these vestings and witholdings for payment of taxes, he directly held 1,087,628 shares of common stock. As a result of these vestings, Mr. Chenault's ownership increased by 10,822 shares of common stock; and he directly and indirectly beneficially owned a total of 1,272,414.90 shares of common stock.