SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
 
OMB APPROVAL
OMB Number: 3235-0362
Estimated average burden
hours per response: 1.0
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported.
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
AMERICAN INTERNATIONAL GROUP, INC.

(Last) (First) (Middle)
1271 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ClearBridge MLP & Midstream Fund Inc. [ CEM ]
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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2022
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Series F Mandatory Redeemable Preferred Stock 11/17/2022 J(1) 44 D $0.00(1) 0 I Held through subsidiaries(2)
Series J Mandatory Redeemable Preferred Stock 11/17/2022 J(1) 44 A $0.00(1) 44 I Held through subsidiaries(2)
Series G Mandatory Redeemable Preferred Stock 11/17/2022 J(3) 82 D $0.00(3) 0 I Held through subsidiaries(4)
Series K Mandatory Redeemable Preferred Stock 11/17/2022 J(3) 82 A $0.00(3) 82 I Held through subsidiaries(4)
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)
(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)
1271 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10020

(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. Pursuant to a reclassification exempt under Rule 16b-7, all outstanding shares of Series F Mandatory Redeemable Preferred Stock (liquidation preference of $100,000) were exchanged and reclassified into an equal number of shares of Series J Mandatory Redeemable Preferred Stock (liquidation preference of $100,000).
2. American General Life Insurance Company ("AGLIC"), an indirectly controlled subsidiary of American International Group, Inc. ("AIG"), Lexington Insurance Company ("Lexington"), an indirect wholly owned subsidiary of AIG, and The United States Life Insurance Company in The City of New York, an indirectly controlled subsidiary of AIG, directly hold 1 share, 14 shares and 29 shares of the reported securities, respectively.
3. Pursuant to a reclassification exempt under Rule 16b-7, all outstanding shares of Series G Mandatory Redeemable Preferred Stock (liquidation preference of $100,000) were exchanged and reclassified into an equal number of shares of Series K Mandatory Redeemable Preferred Stock (liquidation preference of $100,000).
4. AGLIC and Lexington directly hold 56 shares and 26 shares of the reported securities, respectively.
Remarks:
Filed pursuant to Section 30(h) of the Investment Company Act of 1940. As a result of the transactions reported on this Form 5, AGLIC is no longer a reporting person subject to Section 16.
/s/ Elaine Rocha, Authorized Signatory of American International Group, Inc. 02/14/2023
/s/ Julie A. Cotton Hearne, Authorized Signatory of American General Life Insurance Company 02/14/2023
** 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.