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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CHENAULT KENNETH I 200 VESEY STREET, AMERICAN EXPRESS TOWER NEW YORK, NY 10285-5001 |
X | Chairman & CEO |
/s/ Tangela S. Richter, attorney-in-fact | 01/26/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Represents shares acquired pursuant to vesting of RSUs that were granted to the reporting person in January 2017 and vested in January 2018 based on the terms of the grant approved in January 2017 (see Remarks below). Pursuant to the award terms, the reporting person is required to hold 100% of shares (net of taxes) received upon the vesting of equity awards until one-year after retirement. |
(2) | The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of the RSUs granted in January 2017. |
(3) | The transactions reported represent RSUs granted in January 2017, which were settled in cash upon vesting in accordance with the terms of the grant approved in January 2017 (see Remarks below). The transactions reported represent a simultaneous deemed acquisition of these shares from the issuer and disposition of these shares to the issuer. The issuer withheld a portion of the amount due to the reporting person to satisfy tax obligations arising from the vesting of the RSUs granted in January 2017. |
(4) | 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. |
Remarks: As disclosed in the Company's 2017 Proxy Statement, in January 2017, the Compensation and Benefits Committee awarded Restricted Stock Units ("RSUs") as payment of the Portfolio Grant earned by Mr. Chenault over the 2014-2016 performance period. All of these RSUs were deferred with a one-year vesting period and structured to pay: 1/2 of each award in shares (which must be held by Mr. Chenault until one-year after retirement) and 1/2 in cash. These RSUs vested on January 24, 2018. Prior to these vestings, Mr. Chenault directly held 1,076,806 shares of common stock; after these vestings and witholdings for payment of taxes, he directly held 1,087,628 shares of common stock. As a result of these vestings, Mr. Chenault's ownership increased by 10,822 shares of common stock; and he directly and indirectly beneficially owned a total of 1,272,414.90 shares of common stock. |