View:
Download DOC
Download PDF
Download XLS
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 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Habayeb Elias F.
(Last) (First) (Middle)
AMERICAN INTERNATIONAL GROUP, INC.
175 WATER STREET
(Street)
NEW YORK NY 10038
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2020 		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)
Sr. VP, Depty. CFO & CAO
 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 14,245 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
2018 Restricted Stock Units (1) (1) Common Stock 16,677(1) (2) D
2018 Stock Option (Right to Buy) 01/01/2021 03/13/2028 Common Stock 25,083 55.94 D
2019 Restricted Stock Units (3) (3) Common Stock 14,144(3) (2) D
2019 Stock Option (Right to Buy) 01/01/2022 03/18/2029 Common Stock 36,855 44.28 D
Restricted Stock Unit (4) (4) Common Stock 6,085(4) (2) D
Explanation of Responses:
1. The 2018 Restricted Stock Units vest on January 1, 2021, subject to the reporting person's continued employment through the vesting date, and are settled in shares of AIG Common Stock. The 2018 Restricted Stock Units include dividend equivalent rights payable in the form of additional 2018 Restricted Stock Units.
2. The 2018 Restricted Stock Units, 2019 Restricted Stock Units and Restricted Stock Units convert to AIG Common Stock on a 1-to-1 basis.
3. The 2019 Restricted Stock Units vest on January 1, 2022, subject to the reporting person's continued employment through the vesting date, and are settled in shares of AIG Common Stock. The 2019 Restricted Stock Units include dividend equivalent rights payable in the form of additional 2019 Restricted Stock Units.
4. The Restricted Stock Units vest on January 1, 2021, subject to the reporting person's continued employment through the applicable vesting date, and are settled in shares of AIG Common Stock. The Restricted Stock Units include dividend equivalent rights payable in the form of additional Restricted Stock Units.
Remarks:
poaeliashabayeb.txt
/s/ Alanna Franco, attorney-in-fact 03/13/2020
** 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 Rose Marie E. Glazer, Christopher B. Chorengel,
	Alanna Franco, Eric Lefkowitz and Kristen Prohl, 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 12th day of March 2020.

Signature: /s/ Elias F. Habayeb
Elias F. Habayeb