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)
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 9(1) (1) (1) Common Stock 9 (1) 1,542 D
2017 Restricted Stock Units (2) 06/28/2019 A 44(2) (2) (2) Common Stock 44 (2) 7,402 D
2018 Restricted Stock Units (3) 06/28/2019 A 46(3) (3) (3) Common Stock 46 (3) 7,634 D
2019 Restricted Stock Units (4) 06/28/2019 A 55(4) (4) (4) Common Stock 55 (4) 9,318 D
2015 Performance Share Units (5) 06/28/2019 A 3(5) (5) (5) Common Stock 3 (5) 495 I By Spouse
2017 Restricted Stock Units (6) 06/28/2019 A 19(6) (6) (6) Common Stock 19 (6) 3,149 I By Spouse
2018 Restricted Stock Units (7) 06/28/2019 A 20(7) (7) (7) Common Stock 20 (7) 3,319 I By Spouse
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 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.
3. 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.
4. 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.
5. 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 settled 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 earned 2015 Performance Share Units have vested for the reporting person and will settle in shares of AIG Common Stock on a 1-to-1 basis in January 2020.
6. These securities are dividend equivalent rights in the form of 2017 Restricted Stock Units with respect to 2017 Restricted Stock Units previously awarded but not yet settled under the American International Group, Inc. 2013 Omnibus Incentive Plan. The 2017 Restricted Stock Units have vested for the reporting person and will settle in shares of AIG Common Stock on a 1-to-1 basis in January 2020.
7. These securities are dividend equivalent rights in the form of 2018 Restricted Stock Units with respect to 2018 Restricted Stock Units previously awarded but not yet settled under the American International Group, Inc. 2013 Omnibus Incentive Plan. The 2018 Restricted Stock Units have vested for the reporting person and will settle in shares of AIG Common Stock on a 1-to-1 basis in January 2021.
Remarks:
poaalessandreaquane.txt
/s/ Alanna Franco, by POA for Alessandrea C. Quane 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.
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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 9th day of April 2019.

Signature: /s/ Alessandrea C. Quane
Alessandrea C. Quane