SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CODINA ARMANDO M

(Last)

(First)

(Middle)

4333 AMON CARTER BLVD

(Street)

FORT WORTH

76155

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
American Airlines Group Inc. [ AAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/09/2013		D		1,000	D	⁽¹⁾	0	D
Common Stock	12/09/2013		A		5,512	A	⁽¹⁾	5,512	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights⁽²⁾	$10.81	12/09/2013		D			1,185	05/20/2005	05/20/2014	Common Stock	1,185	⁽³⁾	0	D
Phantom Stock Units⁽⁴⁾	⁽³⁾	12/09/2013		D			81,853.25	⁽⁵⁾	⁽⁵⁾	Common Stock	49,839.25	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the fourth amended joint plan of reorganization filed by AMR Corporation ("AMR") and certain of AMR's direct and indirect domestic subsidiaries under Chapter 11 of the United States Bankruptcy Code (the "Plan"), the Common Stock of American Airlines Group Inc. (formerly AMR) reported as disposed of herein was cancelled and retired and ceased to exist at the effective time of the merger pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2013, as amended, by and among AMR, AMR Merger Sub, Inc. and US Airways Group, Inc. (the "Merger"). The Common Stock of American Airlines Group Inc. reported as acquired herein was acquired by the Reporting Person in connection with such person's holdings of AMR Common Stock and vested derivative securities of AMR prior to the effective time of the Merger, in accordance with and pursuant to the terms of the Plan.

2. Stock Appreciation Rights granted pursuant to the 1999 Directors' Stock Appreciation Rights Plan.

3. Pursuant to the Plan, the derivative securities of American Airlines Group Inc. (formerly AMR) reported as disposed of herein were cancelled at the effective time of the Merger. The Common Stock of American Airlines Group Inc. reported as acquired herein was acquired by the Reporting Person in connection with such person's holdings of AMR Common Stock and vested derivative securities of AMR prior to the effective time of the Merger, in accordance with and pursuant to the terms of the Plan.

4. Each phantom stock unit is the economic equivalent of one share of Common Stock of AMR Corporation.

5. Exercise/expiration dates of Phantom Stock Units are determined upon the Director's cessation of service on the Board.

Remarks:

	/s/ Kenneth W. Wimberly, Power of Attorney	12/10/2013
	** Signature of Reporting Person	Date
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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