SEC Filing | American International Group, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SCHREIBER BRIAN T

(Last)

(First)

(Middle)

AMERICAN INTERNATIONAL GROUP, INC.

175 WATER STREET

(Street)

NEW YORK

10038

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2015

3. Issuer Name and Ticker or Trading Symbol
AMERICAN INTERNATIONAL GROUP INC [ AIG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,417	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit	⁽¹⁾	⁽¹⁾	Common Stock	1,588.4287	34.58⁽²⁾	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Common Stock	13,373⁽³⁾	34.95⁽²⁾	D
Stock Option (Right to Buy)	12/13/2008⁽⁴⁾	12/13/2017	Common Stock	1,749	1,140.99	D
Stock Option (Right to Buy)	12/11/2007⁽⁵⁾	12/11/2016	Common Stock	1,499	1,420	D
Warrants (Right to Buy)	01/19/2011	01/19/2021	Common Stock	8,432.148⁽⁶⁾	44.9036⁽⁶⁾	D

Explanation of Responses:

1. These securities do not have an exercisable date or expiration date.

2. Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price.

3. This award represents the remaining 50% of RSUs that will vest on the third anniversary of the date of grant. The RSUs will be payable in cash based on AIG's share price on the vesting date.

4. These options were granted under the American International Group, Inc. Amended and Restated 2007 Stock Option Plan. Pursuant to the terms of the plan, 25% of the options became exercisable on the anniversary date of the grant in each of the four years following the grant.

5. These options were granted under the American International Group, Inc. Amended and Restated 1999 Stock Option Plan. Pursuant to the terms of the plan, 25% of the options became exercisable on the anniversary date of the grant in each of the four years following the grant.

6. Reflects shares underlying 8,415.318 warrants. At the close of business on December 7, 2015, the number of shares of common stock receivable upon warrant exercise increased to 1.002 from 1.000 and the warrant exercise price was reduced to $44.9036 per share from $45.00 per share.

Remarks:

poabriantschreiber.txt

	/s/ James J. Killerlane III, by POA for Brian T. Schreiber	12/21/2015
	** 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 5 (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.

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
	and appoints each of Jeffrey A. Welikson, James J. Killerlane III and
	Jung W. Ju, signing singly, the undersigned's true and lawful
	attorney-in-fact to:

	(1)	Execute for and on behalf of the undersigned, any Forms 3, 4,
	and 5 in accordance with Section 16 of the Securities Exchange Act of
	1934 and the rules promulgated thereunder that the undersigned may be
	required to file as an officer of American International Group, Inc.
	(the "Company").

	(2)	Do and perform any and all acts for and on behalf of the
	undersigned which may be necessary or desirable to complete and execute
	any such Form 3, 4 or 5 and timely file such Form with the United
	States Securities and Exchange Commission and any stock exchange or
	similar authority; and

	(3)	Take any other action of any type whatsoever in connection with
	the foregoing which, in the opinion of such attorney-in-fact, may be of
	benefit to, in the best interest of, or legally required by, the
	undersigned, it being understood that the documents executed by such
	attorney-in-fact on behalf of the undersigned pursuant to this Power of
	Attorney shall be in such form and shall contain such terms and
	conditions as such attorney-in-fact may approve in such
	attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full power
	and authority to do and perform any and every act and thing whatsoever
	requisite, necessary, or proper to be done in the exercise of any of
	the rights and powers herein granted, as fully to all intents and
	purposes as the undersigned might or could do if personally present,
	with full power of substitution or revocation, hereby ratifying and
	confirming all that such attorney-in-fact, or such attorney-in-fact's
	substitute or substitutes, shall lawfully do or cause to be done by
	virtue of this Power of Attorney and the rights and powers herein
	granted. The undersigned acknowledges that each attorney-in-fact, in
	serving in such capacity at the request of the undersigned, is not
	assuming, nor is the Company assuming, any of the undersigned's
	responsibilities to comply with Section 16 of the Securities Exchange
	Act of 1934.

	This Power of Attorney shall remain in full force and effect until the
	undersigned is no longer required to file Forms 3, 4 and 5 with respect
	to the undersigned's holdings of and transactions in securities of the
	Company, unless earlier revoked by the undersigned in a signed writing
	delivered to each attorney-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
	to be executed as of this 17th day of December 2015.

Signature: /s/ Brian T. schreiber
Brian T. Schreiber