SEC Filing | American International Group, Inc.

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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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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^*

GREENBERG MAURICE R

(Last)

(First)

(Middle)

AMERICAN INTERNATIONAL GROUP, INC.

70 PINE STREET

(Street)

NEW YORK

10270

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2005		G		41,399,802	D	$0	1,947,579	D
Common Stock	04/08/2005		M		2,597⁽¹⁾	A	$22.1037	1,950,176	D
Common Stock	04/08/2005		M		1,921⁽²⁾	A	$25.9852	1,952,097	D
Common Stock	04/08/2005		M		714⁽³⁾	A	$37.8667	1,952,811	D
Common Stock	03/11/2005		G		41,399,802	A	$0	65,054,583	I	See Rider 1

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$22.1037	04/08/2005		M			4,524	12/14/1999	12/14/2005	Common Stock	4,524	⁽⁴⁾	201,889	D
Employee Stock Option (Right to Buy)	$25.9852	04/08/2005		M			3,848	12/11/2000	12/11/2006	Common Stock	3,848	⁽⁴⁾	203,241	D
Employee Stock Option (Right to Buy)	$37.8667	04/08/2005		M			2,640	12/08/2001	12/08/2007	Common Stock	2,640	⁽⁴⁾	205,657	D

Explanation of Responses:

1. On April 8, 2005, Mr. Greenberg exercised options for 4,524 shares using previously owned shares to pay for options granted pursuant to the AIG 1991 Employee Stock Option Plan. This acquisition reflects the number of options exercised less the 1,927 shares surrendered to purchase the option.

2. On April 8, 2005, Mr. Greenberg exercised options for 3,848 shares using previously owned shares to pay for options granted pursuant to the AIG 1991 Employee Stock Option Plan. This acquisition reflects the number of options exercised less the 1,927 shares surrendered to purchase the option.

3. On April 8, 2005, Mr. Greenberg exercised options for 2,640 shares using previously owned shares to pay for options granted pursuant to the AIG 1991 Employee Stock Option Plan. This acquisition reflects the number of options exercised less the 1,926 shares surrendered to purchase the option.

4. These options were granted under AIG's 1991 Employee Stock Option Plan. Pursuant to the terms of the plan, 25% of the option becomes exercisable on the anniversary date of the grant in each of the four years following the grant.

Remarks:

	/s/ Greenberg, Maurice Raymond	04/12/2005
	** 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 17.112% 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., 17.112%) 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
17.112%, 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 17.112%, 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.  This transaction
represents a gift of 41,399,802 shares to Corinne P. 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.