Sec Form 4/A Filing - Marrs Anna @ AMERICAN EXPRESS CO - 2022-01-29

FORM 4/A 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 Marrs Anna 2. Issuer Name and Ticker or Trading Symbol AMERICAN EXPRESS CO [ AXP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Group Pres., GCS and CFR (Last) (First) (Middle) 200 VESEY STREET, AMERICAN EXPRESS TOWER 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2022 (Street) NEW YORK, NY10285-5001 4. If Amendment, Date Original Filed (MM/DD/YY) 01/31/2022 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 01/29/2022 A( 1 ) 30,507 A $ 0 36,482 D Common Stock 01/29/2022 F( 2 ) 17,106 D $ 177.06 19,376 D Common Stock 01/31/2022 M 32,948 A $ 100.96 52,324 D Common Stock 01/31/2022 S 29,982 D $ 177.1384( 3 ) 22,342( 4 ) D Common Stock 02/04/2022 S 6,700 D $ 184.5518( 5 ) 15,642 D

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) $ 100.96 01/29/2022 A( 6 ) 32,948 01/29/2022 01/29/2029 Common Stock 32,948 $ 0 32,948 D Employee Stock Option (Right to Buy) $ 100.96 01/31/2022 M 32,948 01/29/2022 01/29/2029 Common Stock 32,948 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marrs Anna 200 VESEY STREET, AMERICAN EXPRESS TOWER NEW YORK, NY10285-5001 Group Pres., GCS and CFR Signatures /s/ Kristina V. Fink, attorney-in-fact 02/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares acquired pursuant to vesting of Restricted Stock Units that were granted to the reporting person in January 2019 and have vested based on the Company's 2019-21 average return on equity performance. ( 2 )The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of Restricted Stock Units. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.0100 to $177.3350. 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 )This amount reflect 2,966 additional shares that had been previously incorrectly classified as a derivative security (stock option) under Table II. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.5392 to $184.6100. 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 )The reported acquisition represents the vesting of Stock Options that were granted to the reported person on 1/29/2019. These options became exercisable on 1/29/2022 based on the Company's positive cumulative net income over the three year performance period.

Remarks: The original Form 4 and the amended Form 4, filed on February 1, 2022 and February 2, 2022, respectively, had each incorrectly classified 2,966 shares of common stock as derivative securities (stock options) on Table II. The stock options were exercised and they are now properly reflected in the reporting person's common stock balance.

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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