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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| AMERICAN INTERNATIONAL GROUP, INC. |
| 70 PINE STREET |
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
AMERICAN INTERNATIONAL GROUP INC
[ (AIG) ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chairman |
|
3. Date of Earliest Transaction
(Month/Day/Year)
06/01/2004
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| 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)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
06/01/2004 |
|
J
|
|
200,031 |
D |
$0
|
23,436,090 |
I |
See Rider 1 |
| Common Stock |
06/01/2004 |
|
J
|
|
33,513 |
A |
$0
|
23,469,603 |
I |
See Rider 1 |
| Common Stock |
06/01/2004 |
|
J
|
|
178 |
D |
$15.3087
|
23,469,425 |
I |
See Rider 1 |
| Common Stock |
|
|
|
|
|
|
|
43,462,384 |
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)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
|
| Remarks: |
|
|
By: /s/ Kathleen E. Shannon, by power of attorney for |
06/02/2004 |
|
** 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. |
Rider 1
1. Mr. Greenberg is a trustee of the C.V. Starr & Co., Inc. Trust (the "Starr
Trust"). Mr. Greenberg may be deemed to be the beneficial owner of, and to
have a pecuniary interest in, shares of AIG common stock held by the Starr
Trust. Mr. Greenberg disclaims the beneficial ownership of, and any pecuniary
interest in, the shares of AIG common stock held by the Starr Trust. This
disposition was made pursuant to the terms of the Trust Agreement dated
July 1, 1977, as amended (the "Trust Agreement"), establishing the Starr
Trust, which provides that the Starr Trust will make periodic transfers of
shares of AIG common stock to C.V. Starr & Co., Inc. ("Starr").
2. Mr. Greenberg owns 16.754% of the outstanding common stock of C.V. Starr
& Co., Inc. ("Starr"). Mr. Greenberg may be deemed to be the beneficial owner
of, and to have a pecuniary interest in, the shares of AIG common stock owned
by Starr. Mr. Greenberg believes that any pecuniary interest he may have in
the shares of AIG common stock held by Starr does not exceed the percentage of
his common stock ownership of Starr. Accordingly, Mr. Greenberg has reported
only his proportionate interest (i.e., 16.754%) of the transactions by Starr in
AIG common stock. Mr. Greenberg disclaims the beneficial ownership of, and any
pecuniary interest in, the shares of AIG common stock owned by Starr. This
acquisition represents 16.754% of the total number of shares of AIG common
stock which the Starr Trust transferred to Starr pursuant to the terms of the
Trust Agreement.
3. Starr has 1984, 1989 and 1994 Employee Stock Option Plans (the "Starr
SOPs"), under which certain key employees of Starr are granted options with
respect to shares of AIG common stock. As discussed in footnote 2 above, Mr.
Greenberg may be deemed the beneficial owner of, and to have a pecuniary
interest in, the shares of AIG common stock held by Starr, including those held
by Starr which are used to satisfy exercises under the Starr SOPs. On June 1,
2004, one individual exercised options with respect to 1,065 shares at an
exercise price of $15.3087 per share.
As discussed in footnote 2 above, Mr. Greenberg believes that his pecuniary
interest in the shares of AIG common stock held by the Starr SOPs is limited to
16.754%, and Mr. Greenberg disclaims beneficial ownership of, and any pecuniary
interest in, the shares of AIG common stock held by Starr which are used to
satisfy exercises under the Starr SOPs.
4. Starr maintains a 1972 Employee Stock Purchase Plan (the "Starr Purchase
Plan"),under which employees of Starr are given the right to subscribe for
shares of AIG common stock. As discussed in footnote 2 above, Mr. Greenberg
may be deemed to be the beneficial owner of, and to have a pecuniary interest
in, the shares of AIG common stock held by Starr, including the shares held by
Starr which are used to satisfy rights under the Starr Purchase Plan.
As discussed in footnote 2 above, Mr. Greenberg believes that his pecuniary
interest in the shares of AIG common stock held by the Starr Purchase Plan is
limited to 16.754%, and Mr. Greenberg disclaims beneficial ownership of, and
any pecuniary interest in, the shares of AIG common stock held by Starr which
are used to satisfy rights under the Starr Purchase Plan.
5. Mr. Greenberg is a trustee of certain trusts for the benefit of his children
and grandchildren. In addition, ownership of shares of common stock held by Mr.
Greenberg's wife may be attributed to Mr. Greenberg. Mr. Greenberg disclaims
the beneficial ownership of, and any pecuniary interest in, the shares of AIG
common stock held by these trusts and by his wife.
