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^*

Hillebrand Lana L

(Last)

(First)

(Middle)

1 RIVERSIDE PLAZA

(Street)

COLUMBUS

43215

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN ELECTRIC POWER CO INC [ AEP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP, Chief Admin Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2016

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	05/02/2016		M		4,545⁽¹⁾	A	$64.77⁽⁴⁾	4,545	D
Common Stock	05/02/2016		F		1,720	D	$64.77⁽⁴⁾	2,825	D
Common Stock	05/02/2016		D		2,825	D	$64.77⁽⁴⁾	0	D
Common Stock	05/02/2016		M		2,117⁽²⁾	A	$64.77⁽⁴⁾	2,117	D
Common Stock	05/02/2016		F		972	D	$64.77⁽⁴⁾	1,145	D
Common Stock	05/02/2016		D		1,145	D	$64.77⁽⁴⁾	0	D
Common Stock	05/02/2016		M		1,597⁽³⁾	A	$64.77⁽⁴⁾	1,597	D
Common Stock	05/02/2016		F		733	D	$64.77⁽⁴⁾	864	D
Common Stock	05/02/2016		D		864	D	$64.77⁽⁴⁾	0	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)
Restricted Stock Units	⁽¹⁾	05/02/2016		M		4,545		05/02/2016	05/02/2016	Common Stock	4,545	⁽⁴⁾	0	D
Restricted Stock Units	⁽²⁾	05/02/2016		M		2,117		05/02/2016	05/02/2016	Common Stock	2,117	⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	05/02/2016		M		1,597		05/02/2016	05/02/2016	Common Stock	1,597	⁽⁴⁾	0	D

Explanation of Responses:

1. A portion of Ms. Hillebrand's restricted stock units (4,545) that were granted on 2/26/2013 vested on 5/2/2016. Upon vesting, 1,720 restricted stock units were withheld to satisfy the reporting persons' tax liablility and the remaining restricted stock units were settled in cash.

2. A portion of Ms. Hillebrand's restricted stock units (2,117) that were granted on 12/10/2013 vested on 5/2/2016. Upon vesting, 972 restricted stock units were withheld to satisfy the reporting persons' tax liablility and the remaining restricted stock units were settled in cash.

3. A portion of Ms. Hillebrand's restricted stock units (1,597) that were granted on 2/24/2015 vested on 5/2/2016. Upon vesting, 733 restricted stock units were withheld to satisfy the reporting persons' tax liablility and the remaining restricted stock units were settled in cash.

4. Value is based on 20 day average closing price of $64.77.

Remarks:

	Thomas G. Berkemeyer, Attorney-in-Fact for Lana L. Hillebrand	05/03/2016
	** 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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