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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CHENAULT KENNETH I (Last) (First) (Middle) 3 WORLD FINANCIAL CENTER 200 VESEY ST, AMERICAN EXPRESS TOWER (Street) NEW YORK NY 10285 (City) (State) (Zip)	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) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/26/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2014		M		425,000	A	$51.865	1,177,493	D
Common Stock	02/26/2014		M		312,500	A	$57.77	1,489,993	D
Common Stock	02/26/2014		S(1)		666,615	D	$89.6557(2)	823,378	D
Common Stock	02/26/2014		S(1)		50,280	D	$90.2582(3)	773,098	D
Common Stock	02/26/2014		S(4)		39,328	D	$89.3746(5)	733,770(6)	D
Common Stock								26,148	I	By Wife
Common Stock								4,158	I	Wife As Trustee/custodian
Common Stock								59,122	I	by trust fbo children
Common Stock								67,568	I	by trust fbo children
Common Stock								2,850	I	by son
Common Stock								23,610(7)	I	By 401(k) Plan

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$51.865	02/26/2014		M			425,000	01/23/2007(8)	01/23/2016	Common Stock	425,000	$0	0	D
Employee Stock Option (Right to Buy)	$57.77	02/26/2014		M			312,500	01/25/2008(9)	01/24/2017	Common Stock	312,500	$0	312,500	D

Explanation of Responses:

1. The reported disposition represents the sale of shares to cover the cost of exercise and withholding tax obligations arising from the stock option exercises reported above, the sale of 50% of the net shares acquired from these exercises, and the sale of net shares from previous restricted stock vestings.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.21 to $90.20. 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.21 to $90.35. 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. The reported disposition represents the sale of shares acquired from restricted stock vestings and/or stock option exercises in prior years.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.275 to $89.70. 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 reporting person will retain 50% of the net shares from the stock option exercises reported above for one year in accordance with the Company's retention guidelines for executive officers.

7. 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.

8. These options became exercisable in four equal annual installments beginning on date shown as "Date Exercisable."

9. One-half of the options exercised became exercisable on 1/25/2008, and one-half became exercisable on 1/25/2009.

Remarks:

Prior to the transactions reported on this Form 4, Mr. Chenault directly and indirectly beneficially owned a total of 935,949 common shares. After the transactions reported on this Form 4, Mr. Chenault directly and indirectly beneficially owned a total of 917,226 common shares.

	/s/ Michael G. Kuchs, attorney-in-fact	02/26/2014
	** 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).
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