Sec Form 4 Filing - CHENAULT KENNETH I @ AMERICAN EXPRESS CO - 2016-08-16

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) Chairman & CEO (Last) (First) (Middle) 200 VESEY STREET, AMERICAN EXPRESS TOWER 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2016 (Street) NEW YORK, NY10285-5001 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 08/16/2016 G V 16,000 D 847,417 D Common Stock 01/26/2017 A( 2 ) 63,149 A $ 76.89 910,566 D Common Stock 01/26/2017 F( 3 ) 33,349 D $ 76.89 877,217 D Common Stock 01/26/2017 A( 4 ) 63,148 A $ 76.89 940,365 D Common Stock 01/26/2017 D( 4 ) 63,148 D $ 76.89 877,217 D Common Stock 67,568 I by trust fbo children Common Stock 59,122 I by trust fbo children Common Stock 26,148 I By Wife Common Stock 24,631.8 ( 5 ) I By 401(k) Plan Common Stock 4,158 I Wife As Trustee/custodian Common Stock 2,850 I by son

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CHENAULT KENNETH I 200 VESEY STREET, AMERICAN EXPRESS TOWER NEW YORK, NY10285-5001 X Chairman & CEO Signatures /s/ Carol V. Schwartz, attorney-in-fact 01/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported disposition represents a bona fide charitable gift made by the reporting person. ( 2 )Represents 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. ( 3 )The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of the RSUs granted in January 2016. ( 4 )The 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. ( 5 )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.

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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