Sec Form 4 Filing - CHENAULT KENNETH I @ AMERICAN EXPRESS CO - 2013-05-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CHENAULT KENNETH I
2. Issuer Name and Ticker or Trading Symbol
AMERICAN EXPRESS CO [ AXP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
3 WORLD FINANCIAL CENTER, 200 VESEY ST, AMERICAN EXPRESS TOWER
3. Date of Earliest Transaction (MM/DD/YY)
05/30/2013
(Street)
NEW YORK, NY10285
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/06/2013 G V 9,400 D 718,008 D
Common Stock 03/06/2013 G V 3,906 D 714,102 D
Common Stock 03/06/2013 G V 6,250 D 707,852 D
Common Stock 03/06/2013 G V 3,125 D 704,727 D
Common Stock 04/24/2013 G V 127 D 704,600 D
Common Stock 04/24/2013 G V 149 D 704,451 D
Common Stock 04/24/2013 G V 7,441 D 697,010 D
Common Stock 04/24/2013 G V 5,953 D 691,0 57 D
Common Stock 04/24/2013 G V 447 D 690,610 D
Common Stock 05/30/2013 M 445,537 A $ 45.768 1,136,147 D
Common Stock 05/30/2013 S( 2 ) 405,808 D $ 76.3927 ( 3 ) 730,339 D
Common Stock 05/30/2013 S( 4 ) 66,000 D $ 76.1885 ( 5 ) 664,339 D
Common Stock 26,098 I By Wife
Common Stock 11,058 I Wife As Trustee/custodian
Common Stock 59,122 I by trust fbo children
Common Stock 67,568 I by trust fbo children
Common Stock 23,482 ( 6 ) I By 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 45.768 05/30/2013 M 445,537 01/24/2006( 7 ) 01/24/2015 Common Stock 445,537 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHENAULT KENNETH I
3 WORLD FINANCIAL CENTER
200 VESEY ST, AMERICAN EXPRESS TOWER
NEW YORK, NY10285
X Chief Executive Officer
Signatures
/s/ Michael G. Kuchs, attorney-in-fact 05/31/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported disposition represents a bona fide charitable gift made by the reporting person.
( 2 )The 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.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.95 to $76.68. 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.
( 4 )The reported disposition represents the sale of shares acquired from restricted stock vestings and/or stock option exercises in prior years.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.95 to $76.59. 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.
( 6 )Shares 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.
( 7 )These options became exercisable in four equal annual installments beginning on date shown as "Date Exercisable."

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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