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*
Quane Alessandrea C.

(Last) (First) (Middle)
AMERICAN INTERNATIONAL GROUP, INC.
175 WATER STREET

(Street)
NEW YORK NY 10038

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2018
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)
Code V Amount (A) or (D) Price
Common Stock 12/07/2018 M 147 A $0(1) 10,407 I By Spouse
Common Stock 12/07/2018 M 138 A $0(1) 10,545 I By Spouse
Common Stock 12/07/2018 M 95 A $0(1) 10,640 I By Spouse
Common Stock 12/07/2018 M 44 A $0(1) 10,684 I By Spouse
Common Stock 12/07/2018 F 44 D $40.77(2) 10,640 I By Spouse
Common Stock 12/07/2018 F 95 D $40.77(2) 10,545 I By Spouse
Common Stock 12/07/2018 F 138 D $40.77(2) 10,407 I By Spouse
Common Stock 12/07/2018 F 147 D $40.77(2) 10,260 I By Spouse
Common Stock 16,207 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
2014 Performance Share Units (3) 12/07/2018 M 95(4) (4) (4) Common Stock 95 $0.0000 2,097 I By Spouse
2015 Performance Share Units (3) 12/07/2018 M 44(5) (5) (5) Common Stock 44 $0.0000 1,012 I By Spouse
2017 Restricted Stock Units (3) 12/07/2018 M 138(6) (6) (6) Common Stock 138 $0.0000 3,081 I By Spouse
2018 Restricted Stock Units (3) 12/07/2018 M 147(7) (7) (7) Common Stock 147 $0.0000 3,248 I By Spouse
2014 Performance Share Units (3) (8) (8) Common Stock 4,083 4,083 D
2015 Performance Share Units (3) (9) (9) Common Stock 3,043 3,043 D
2017 Restricted Stock Units (3) (10) (10) Common Stock 7,304 7,304 D
2018 Restricted Stock Units (3) (11) (11) Common Stock 7,534 7,534 D
Explanation of Responses:
1. Each unit was the economic equivalent of one share of AIG Common Stock.
2. The amount of shares was determined on December 7, 2018 based on AIG's share price on December 4, 2018.
3. The units convert to AIG Common Stock on a 1 to 1 basis.
4. Reflects partial lapsing of restrictions on 2014 Performance Share Units to cover FICA obligation. The earned 2014 Performance Share Units have vested for the reporting person and are settled in shares of AIG Common Stock one-third in January of each of 2017, 2018 and 2019.
5. Reflects partial lapsing of restrictions on 2015 Performance Share Units to cover FICA obligation. The earned 2015 Performance Share Units have vested for the reporting person and are settled in shares of AIG Common Stock one-third in January of each of 2018, 2019 and 2020.
6. Reflects partial lapsing of restrictions on 2017 Restricted Stock Units to cover FICA obligation. The 2017 Restricted Stock Units have vested for the reporting person and are settled in shares of AIG Common Stock in January 2020.
7. Reflects partial lapsing of restrictions on 2018 Restricted Stock Units to cover FICA obligation. The 2018 Restricted Stock Units have vested for the reporting person and are settled in shares of AIG Common Stock in January 2021.
8. The earned 2014 Performance Share Units vest one-third in January of each of 2017, 2018 and 2019 and are settled in shares of AIG Common Stock.
9. The earned 2015 Performance Share Units vest one-third in January of each of 2018, 2019 and 2020 and are settled in shares of AIG Common Stock.
10. The 2017 Restricted Stock Units vest in January 2020, subject to the reporting person's continued employment through the vesting date, and are settled in shares of AIG Common Stock.
11. The 2018 Restricted Stock Units vest in January 2021, subject to the reporting person's continued employment through the vesting date, and are settled in shares of AIG Common Stock.
/s/ James J. Killerlane III, by POA for Alessandrea C. Quane 01/03/2019
** 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).
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