ClearBridge American Energy MLP Fund Form 4 CLEARBRIDGE AMERICAN ENERGY MLP FUND / States Life Insurance Co in the City of New York United ownership change

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^*

AMERICAN INTERNATIONAL GROUP INC

(Last) (First) (Middle)

175 WATER STREET

(Street)

NEW YORK NY 10038

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CLEARBRIDGE AMERICAN ENERGY MLP FUND INC. [ CBA ]

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. Date of Earliest Transaction (Month/Day/Year)
07/23/2015

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 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
Series A Mandatory Redeemable Preferred Stock	07/23/2015		P		100	A	$100,000	100	I	Held through subsidiaries(1)
Series A Mandatory Redeemable Preferred Stock	02/05/2016		J(2)		29	D	$102,000	71	I	Held through subsidiaries(3)
Series A Mandatory Redeemable Preferred Stock	02/11/2016		J(2)		41	D	$102,000	30	I	Held through subsidiaries(4)
Series B Mandatory Redeemable Preferred Stock	07/23/2015		P		400	A	$100,000	400	I	Held through subsidiaries(5)
Series B Mandatory Redeemable Preferred Stock	12/22/2015		J(2)		160	D	$102,000	240	I	Held through subsidiaries(6)
Series B Mandatory Redeemable Preferred Stock	02/05/2016		J(2)		71	D	$102,000	169	I	Held through subsidiaries(7)
Series B Mandatory Redeemable Preferred Stock	02/11/2016		J(2)		99	D	$102,000	70	I	Held through subsidiaries(8)
4.51% Series C Senior Secured Notes due October 15, 2023	12/18/2015		J(2)		4,941,176.47	D	$5,040,000	$25,058,823.53	I	Held through subsidiaries(9)
4.51% Series C Senior Secured Notes due October 15, 2023	02/04/2016		J(2)		3,813,299.24	D	$3,889,565.23	$21,245,524.29	I	Held through subsidiaries(10)
4.51% Series C Senior Secured Notes due October 15, 2023	02/11/2016		J(2)		3,159,590.8	D	$3,222,782.62	$18,085,933.49	I	Held through subsidiaries(11)
4.51% Series C Senior Secured Notes due October 15, 2023	02/12/2016		J(2)		1,198,465.48	D	$1,222,434.79	$16,887,468.01	I	Held through subsidiaries(12)
4.66% Series D Senior Secured Notes due October 15, 2025	12/18/2015		J(2)		6,400,000	D	$6,528,000	$33,600,000	I	Held through subsidiaries(13)
4.66% Series D Senior Secured Notes due October 15, 2025	02/04/2016		J(2)		5,113,043.48	D	$5,215,304.35	$28,486,956.52	I	Held through subsidiaries(14)
4.66% Series D Senior Secured Notes due October 15, 2025	02/11/2016		J(2)		4,236,521.73	D	$4,321,252.16	$24,250,434.79	I	Held through subsidiaries(15)
4.66% Series D Senior Secured Notes due October 15, 2025	02/12/2016		J(2)		1,606,956.52	D	$1,639,095.65	$22,643,478.27	I	Held through subsidiaries(16)

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

1. Name and Address of Reporting Person^*

AMERICAN INTERNATIONAL GROUP INC

(Last) (First) (Middle)

175 WATER STREET

(Street)

NEW YORK NY 10038

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lexington Insurance Co

(Last) (First) (Middle)

99 HIGH ST, FLOOR 23

(Street)

BOSTON MA 02110-2378

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

United States Life Insurance Co in the City of New York

(Last) (First) (Middle)

175 WATER STREET

(Street)

NEW YORK NY 10038

(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. After giving effect to the acquisition on July 23, 2015, Lexington Insurance Company ("Lexington") and The United States Life Insurance Company in The City of New York ("USLIC"), each an indirect wholly owned subsidiary of American International Group, Inc. ("AIG"), and The United Guaranty Mortgage Indemnity Company ("UGMIC"), a former indirect wholly owned subsidiary of AIG, directly held 32 shares, 67 shares and 1 share, respectively, of the Series A Mandatory Redeemable Preferred Stock (the "Series A MRPS"). AIG is an indirect beneficial owner of the Series A MRPS.

2. The reported disposition was pursuant to a mandatory redemption by the issuer at a price equal to 102.0% of the face value of the redeemed securities.

3. After giving effect to the redemption on February 5, 2016, Lexington, USLIC and UGMIC directly held 23 shares, 47 shares and 1 share, respectively, of the Series A MRPS. AIG is an indirect beneficial owner of the Series A MRPS.

4. After giving effect to the redemption on February 11, 2016, Lexington, USLIC and UGMIC directly hold 10 shares, 20 shares and 0 shares, respectively, of the Series A MRPS. AIG is an indirect beneficial owner of the Series A MRPS.

5. After giving effect to the acquisition on July 23, 2015, American General Life Insurance Company ("AGLIC"), Lexington and UGMIC directly held 266 shares, 130 shares and 4 shares, respectively, of the Series B Mandatory Redeemable Preferred Stock (the "Series B MRPS"). AIG is an indirect beneficial owner of the Series B MRPS.

6. After giving effect to the redemption on December 22, 2015, AGLIC, Lexington and UGMIC directly held 160 shares, 78 shares and 2 shares, respectively, of the Series B MRPS. AIG is an indirect beneficial owner of the Series B MRPS.

7. After giving effect to the redemption on February 5, 2016, AGLIC, Lexington and UGMIC directly held 113 shares, 55 shares and 1 share, respectively, of the Series B MRPS. AIG is an indirect beneficial owner of the Series B MRPS.

8. After giving effect to the redemption on February 11, 2016, AGLIC, Lexington and UGMIC directly hold 47 shares, 23 shares and 0 shares, respectively, of the Series B MRPS. AIG is an indirect beneficial owner of the Series B MRPS.

9. After giving effect to the redemption on December 18, 2015, AGLIC, Commerce and Industry Insurance Company ("CIIC"), an indirect wholly owned subsidiary of AIG, and United Guaranty Residential Insurance Company ("UGRIC"), a former indirect wholly owned subsidiary of AIG, directly held $16,476,176.47 principal amount, $7,956,176.47 principal amount and $626,470.59 principal amount, respectively, of the 4.51% Series C Senior Secured Notes due October 15, 2023 (the "Series C Notes"). AIG is an indirect beneficial owner of the Series C Notes.

10. After giving effect to the redemption on February 4, 2016, AGLIC, CIIC and UGRIC directly held $13,968,932.22 principal amount, $6,745,453.96 principal amount and $531,138.11 principal amount, respectively, of the Series C Notes. AIG is an indirect beneficial owner of the Series C Notes.

11. After giving effect to the redemption on February 11, 2016, AGLIC, CIIC and UGRIC directly held $11,891,501.27 principal amount, $5,742,283.88 principal amount and $452,148.34 principal amount, respectively, of the Series C Notes. AIG is an indirect beneficial owner of the Series C Notes.

12. After giving effect to the redemption on February 12, 2016, AGLIC, CIIC and UGRIC directly held $11,103,510.22 principal amount, $5,361,771.09 principal amount and $422,186.70 principal amount, respectively, of the Series C Notes. On July 11, 2016, as part of an exchange of securities baskets, UGRIC transferred $422,186.70 principal amount of the Series C Notes to Lexington. On January 24, 2017, as part of a transfer of a portfolio of securities, Lexington transferred $422,186.70 principal amount of the Series C Notes to AGLIC. AIG is an indirect beneficial owner of the Series C Notes.

13. After giving effect to the redemption on December 18, 2015, AGLIC, American Home Assurance Company ("AHAC"), USLIC and The Variable Annuity Life Insurance Company ("VALIC"), each an indirect wholly owned subsidiary of AIG, and UGRIC directly held $4,452,000.00 principal amount, $10,668,000.00 principal amount, $3,360,000.00 principal amount, $14,280,000.00 principal amount and $840,000.00 principal amount, respectively, of the 4.66% Series D Senior Secured Notes due October 15, 2025 (the "Series D Notes"). AIG is an indirect beneficial owner of the Series D Notes.

14. After giving effect to the redemption on February 4, 2016, AGLIC, AHAC, USLIC, VALIC and UGRIC directly held $3,774,521.74 principal amount, $9,044,608.70 principal amount, $2,848,695.65 principal amount, $12,106,956.52 principal amount and $712,173.91 principal amount, respectively, of the Series D Notes. AIG is an indirect beneficial owner of the Series D Notes.

15. After giving effect to the redemption on February 11, 2016, AGLIC, AHAC, USLIC, VALIC and UGRIC directly held $3,213,182.61 principal amount, $7,699,513.05 principal amount, $2,425,043.48 principal amount, $10,306,434.78 principal amount and $606,260.87 principal amount, respectively, of the Series D Notes. AIG is an indirect beneficial owner of the Series D Notes.

16. After giving effect to the redemption on February 12, 2016, AGLIC, AHAC, USLIC, VALIC and UGRIC directly hold $3,000,260.87 principal amount, $7,189,304.35 principal amount, $2,264,347.83 principal amount, $9,623,478.26 principal amount and $566,086.96 principal amount, respectively, of the Series D Notes. On July 11, 2016, as part of an exchange of securities baskets, UGRIC transferred $566,086.96 principal amount of the Series D Notes to VALIC.

Remarks:

Filed pursuant to Section 30(h) of the Investment Company Act of 1940.

	/s/ Geoffrey N. Cornell, Authorized Signatory of American International Group, Inc.	04/28/2017
	/s/ Julie A. Cotton Hearne, Authorized Signatory of American General Life Insurance Company	04/28/2017
	/s/ Julie A. Cotton Hearne, Authorized Signatory of The United States Life Insurance Company in The City of New York	04/28/2017
	/s/ Martin J. Bogue, Authorized Signatory of Lexington Insurance Company	04/28/2017
	** Signature of Reporting Person	Date
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