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*
Mouri Naohiro

(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)
06/28/2019
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
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
2015 Performance Share Units (1) 06/28/2019 A 1(1) (1) (1) Common Stock 1 (1) 150 D
2015 Restricted Stock Units (2) 06/28/2019 A 1(2) (2) (2) Common Stock 1 (2) 144 D
2015 Supplemental Restricted Stock Units (3) 06/28/2019 A 1(3) (3) (3) Common Stock 1 (3) 189 D
2016 Restricted Stock Units (4) 06/28/2019 A 6(4) (4) (4) Common Stock 6 (4) 954 D
2017 Restricted Stock Units (5) 06/28/2019 A 9(5) (5) (5) Common Stock 9 (5) 1,591 D
2018 Restricted Stock Units (6) 06/28/2019 A 19(6) (6) (6) Common Stock 19 (6) 3,036 D
2019 Restricted Stock Units (7) 06/28/2019 A 24(7) (7) (7) Common Stock 24 (7) 4,164 D
Explanation of Responses:
1. These securities are dividend equivalent rights in the form of 2015 Performance Share Units with respect to 2015 Performance Share Units previously awarded but not yet vested under the American International Group, Inc. 2013 Omnibus Incentive Plan and earned as determined by AIG's Compensation and Management Resources Committee in January 2018 based on pre-established performance goals for the three-year performance period ended December 31, 2017. The remaining unvested, earned 2015 Performance Share Units vest in January 2020 and are settled in shares of AIG Common Stock on a 1-to-1 basis.
2. These securities are dividend equivalent rights in the form of 2015 Restricted Stock Units with respect to 2015 Restricted Stock Units previously awarded but not yet vested under the American International Group, Inc. 2013 Omnibus Incentive Plan. The remaining unvested 2015 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 on a 1-to-1 basis.
3. These securities are dividend equivalent rights in the form of 2015 Supplemental Restricted Stock Units with respect to 2015 Supplemental Restricted Stock Units previously awarded but not yet vested under the American International Group, Inc. 2013 Omnibus Incentive Plan. The remaining unvested 2015 Supplemental 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 on a 1-to-1 basis.
4. These securities are dividend equivalent rights in the form of 2016 Restricted Stock Units with respect to 2016 Restricted Stock Units previously awarded but not yet vested under the American International Group, Inc. 2013 Omnibus Incentive Plan. The remaining unvested 2016 Restricted Stock Units vest fifty percent in January 2020 and fifty percent in January 2021, each subject to the reporting person's continued employment through the applicable vesting dates and are settled in shares of AIG Common Stock on a 1-to-1 basis.
5. These securities are dividend equivalent rights in the form of 2017 Restricted Stock Units with respect to 2017 Restricted Stock Units previously awarded under the American International Group, Inc. 2013 Omnibus Incentive Plan. 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 on a 1-to-1 basis.
6. These securities are dividend equivalent rights in the form of 2018 Restricted Stock Units with respect to 2018 Restricted Stock Units previously awarded under the American International Group, Inc. 2013 Omnibus Incentive Plan. 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 on a 1-to-1 basis.
7. These securities are dividend equivalent rights in the form of 2019 Restricted Stock Units with respect to 2019 Restricted Stock Units previously awarded under the American International Group, Inc. 2013 Omnibus Incentive Plan. The 2019 Restricted Stock Units vest in January 2022, subject to the reporting person's continued employment through the vesting date and are settled in shares of AIG Common Stock on a 1-to-1 basis.
Remarks:
poanaohiromouri.txt
/s/ Alanna Franco, by POA for Naohiro Mouri 07/01/2019
** 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).
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 Rose Marie E. Glazer, Christopher B. Chorengel,
	Alanna Franco and Eric Lefkowitz, 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; provided that in the event the
	attorney-in-fact ceases to be an employee of the Company or its
	affiliates, this Power of Attorney shall cease to have effect in
	relation to such attorney-in-fact but shall continue in full force and
	effect in relation to any remaining attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
	to be executed as of this 19th day of April 2019.

Signature: /s/ Naohiro Mouri
Naohiro Mouri