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*
AMERICAN INTERNATIONAL GROUP INC

(Last) (First) (Middle)
175 WATER STREET

(Street)
NEW YORK NY 10038

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CLEARBRIDGE AMERICAN ENERGY MLP FUND INC. [ CBA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Series A Mandatory Redeemable Preferred Stock 11/16/2018 J(1) 30 D (2) 0 I Held through subsidiaries(2)
Series B Mandatory Redeemable Preferred Stock 11/16/2018 J(1) 70 D (3) 0 I Held through subsidiaries(3)
4.51% Series C Senior Secured Notes due October 15, 2023 11/16/2018 J(1) 16,887,467.92(4) D (1) 0 I Held through subsidiaries(5)
4.66% Series D Senior Secured Notes due October 15, 2025 11/16/2018 J(1) 22,643,477.92(4) D (1) 0 I Held through subsidiaries(6)
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
1. Name and Address of Reporting Person*
AMERICAN INTERNATIONAL GROUP INC

(Last) (First) (Middle)
175 WATER STREET

(Street)
NEW YORK NY 10038

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lexington Insurance Co

(Last) (First) (Middle)
99 HIGH ST, FLOOR 23

(Street)
BOSTON MA 02110-2378

(City) (State) (Zip)
1. Name and Address of Reporting Person*
United States Life Insurance Co in the City of New York

(Last) (First) (Middle)
175 WATER STREET

(Street)
NEW YORK NY 10038

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AMERICAN GENERAL LIFE INSURANCE CO

(Last) (First) (Middle)
2727-A ALLEN PARKWAY

(Street)
HOUSTON TX 77019

(City) (State) (Zip)
Explanation of Responses:
1. Disposed of pursuant to merger agreement between the issuer and ClearBridge Energy Midstream Opportunity Fund Inc. ("EMO") in exchange for an equivalent security of EMO at the effective time of the merger as described below.
2. Immediately prior to the effective time of the merger, Lexington Insurance Company ("Lexington") and The United States Life Insurance Company in The City of New York ("USLIC"), each an indirect wholly owned subsidiary of American International Group, Inc. ("AIG"), directly held 10 shares and 20 shares, respectively, of the Series A Mandatory Redeemable Preferred Stock (the "Series A MRPS"). AIG is an indirect beneficial owner of the Series A MRPS. In connection with the merger, such Series A MRPS were converted into 10 shares and 20 shares, respectively, of the Series D Mandatory Redeemable Preferred Stock of EMO having identical terms.
3. Immediately prior to the effective time of the merger, American General Life Insurance Company ("AGLIC") and Lexington, each an indirect wholly owned subsidiary of AIG, directly held 47 shares and 23 shares, respectively, of the Series B Mandatory Redeemable Preferred Stock (the "Series B MRPS"). AIG is an indirect beneficial owner of the Series B MRPS. In connection with the merger, such Series B MRPS were converted into 47 shares and 23 shares, respectively, of the Series E Mandatory Redeemable Preferred Stock of EMO having identical terms.
4. The amount shown reflects a cash dollar value.
5. Immediately prior to the effective time of the merger, AGLIC and American Home Assurance Company ("AHAC"), each an indirect wholly owned subsidiary of AIG, directly held $11,525,696.92 principal amount and $5,361,771.00 principal amount, respectively, of the 4.51% Series C Senior Secured Notes due October 15, 2023 (the "Series C Notes"). AIG is an indirect beneficial owner of the Series C Notes. In connection with the merger, the obligations under such Series C Notes were assumed by EMO.
6. Immediately prior to the effective time of the merger, AGLIC, AHAC, USLIC and The Variable Annuity Life Insurance Company ("VALIC"), each an indirect wholly owned subsidiary of AIG, directly held $3,000,260.87 principal amount, $7,189,304.00 principal amount, $2,264,347.83 principal amount and $10,189,565.22 principal amount, respectively, of the 4.66% Series D Senior Secured Notes due October 15, 2025 (the "Series D Notes"). AIG is an indirect beneficial owner of the Series D Notes. In connection with the merger, the obligations under such Series D Notes were assumed by EMO.
Remarks:
Filed pursuant to Section 30(h) of the Investment Company Act of 1940.
/s/ Geoffrey N. Cornell, Authorized Signatory of American International Group, Inc. 11/16/2018
/s/ Tanya Kent, Authorized Signatory of Lexington Insurance Company 11/16/2018
/s/ Julie A. Cotton Hearne, Authorized Signatory of The United States Life Insurance Company in The City of New York 11/16/2018
/s/ Julie A. Cotton Hearne, Authorized Signatory of American General Life Insurance Company 11/16/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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