Sec Form 4 Filing - Squeri Stephen J @ AMERICAN EXPRESS CO - 2021-02-26

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 Squeri Stephen J 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 and CEO (Last) (First) (Middle) 200 VESEY STREET, AMERICAN EXPRESS TOWER 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2021 (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 02/26/2021 M 21,000 A $ 83.3 52,285 D Common Stock 02/26/2021 M 48,635 A $ 77.43 100,920 D Common Stock 02/26/2021 S 68,635 D $ 135.57 ( 1 ) 32,285 D Common Stock 02/26/2021 S 1,000 D $ 136.03 ( 2 ) 31,285 D Common Stock 02/26/2021 J( 3 ) 30,000 D $ 136.02 175,877 ( 3 ) I by GRAT Common Stock 02/26/2021 J( 3 ) 30,000 A $ 136.02 61,285 ( 3 ) D Common Stock 03/01/2021 G V 30,000 D 31,285 D Common Stock 123.37 ( 5 ) I 401(k) Trust

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) $ 83.3 02/26/2021 M 21,000 01/26/2018 01/26/2025 Common Stock 21,000 $ 0 6,777 D Employee Stock Option (Right to Buy) $ 77.43 02/26/2021 M 48,635 01/28/2020 01/28/2027 Common Stock 48,635 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Squeri Stephen J 200 VESEY STREET, AMERICAN EXPRESS TOWER NEW YORK, NY10285-5001 X Chairman and CEO Signatures /s/ Kristina V. Fink, attorney-in-fact 03/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.18 to $136.02, inclusive. The reportingperson undertakes to provide to the Company, any security holder of the 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 the ranges set forth in footnotes (1) and (2) to this Form 4. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.025 to $136.04, inclusive. ( 3 )On February 26, 2021, the reporting person withdrew 30,000 shares of Company common stock from a grantor retained annuity trust established for the benefit of himself and his beneficiaries. In exchange for the shares, the reporting person contributed to the trust cash and securities with a value equal to $4,080,600. The withdrawal of shares from the trust resulted in a decrease in the number of shares the reporting person beneficially owns indirectly through the trust and a corresponding increase in the number of shares the reporting person beneficially owned directly. The reporting person believes that his withdrawal of shares from the trust constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934. ( 4 )The reported disposition represents a bona fide charitable gift made by the reporting person. ( 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.

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

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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