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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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![](data:image/png;base64,iVBORw0KGgoAAAANSUhEUgAAABAAAAAQCAMAAAAoLQ9TAAAAQlBMVEUAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAACO4fbyAAAAFXRSTlMAAQQGCRgmLjAxODpeYX66xcro9/1q/ORJAAAAS0lEQVQYV83PuQGAIBQE0UFADuX299+qiaAl+LLZbAHrw2PXwFbkNRzkZpjUOTT9WA1KdsR9BiT8ZPDU9GkjlnglNx2tALGusz1v3P2eBcKAqrXpAAAAAElFTkSuQmCC) |
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)
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2. Issuer Name and Ticker or Trading Symbol
AMERICAN INTERNATIONAL GROUP INC
[ (AIG) ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X |
Director |
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10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
Chairman |
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3. Date of Earliest Transaction
(Month/Day/Year) 12/13/2004
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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 |
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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)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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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 |
12/13/2004 |
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J
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212 |
D |
$15.3087
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23,468,093 |
I |
See Rider 1 |
Common Stock |
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43,465,631 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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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 |
Explanation of Responses: |
Remarks: |
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By: /s/ Kathleen E. Shannon, by power of attorney for |
12/14/2004 |
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** 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.
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.
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.
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. On December 13, 2004, an individual
exercised options with respect to 1,265 shares of AIG common stock.
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.
6. Mr. Greenberg is a partner of various limited and general partnerships.
Beneficial ownership of, and any pecuniary interest in, the shares of AIG common
stock held by these partnerships is disclaimed.