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Form 4 AMERICAN EXPRESS CO For: May 19 Filed by: CHENAULT KENNETH I

May 20, 2016 2:00 PM EDT
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 *
CHENAULT KENNETH I
(Last) (First) (Middle)
200 VESEY STREET, AMERICAN EXPRESS TOWER
(Street)
NEW YORK NY 10285-5001
(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)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2016
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)
Code V Amount (A) or (D) Price
Common Stock 05/19/2016   M   625,000 A $ 49.13 1,444,572 D  
Common Stock 05/19/2016   M   257,813 A $ 49.13 1,702,385 D  
Common Stock 05/19/2016   S (1)   838,968 D $ 62.65 (2) 863,417 D  
Common Stock               67,568 I by trust fbo children
Common Stock               59,122 I by trust fbo children
Common Stock               26,148 I By Wife
Common Stock               24,321.64 (3) I By 401(k) Plan
Common Stock               4,158 I Wife As Trustee/custodian
Common Stock               2,850 I by son
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) $ 49.13 05/19/2016   M     625,000 01/31/2009 (4) 01/30/2018 Common Stock 625,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 49.13 05/19/2016   M     257,813 01/27/2014 01/30/2018 Common Stock 257,813 $ 0 0 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 and the sale of 50% of the net shares acquired from these exercises; the reporting person will retain the balance of the net shares in accordance with the Company's retention guidelines for executive officers.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.33 to $63.20. 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. 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.
4. These options became exercisable in four equal annual installments beginning on the date shown as "Date Exercisable."
Remarks:
Prior to the transactions reported on this Form 4, Mr. Chenault directly and indirectly beneficially owned a total of 1,003,739.60 common shares. After the transactions reported on this Form 4, Mr. Chenault directly and indirectly beneficially owned a total of 1,047,584.60 common shares.
/s/ Emily T. Epstein, attorney-in-fact 05/20/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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