Quane Alessandrea C. Form 4 AMERICAN INTERNATIONAL / Alessandrea C. Quane 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^*

Quane Alessandrea C.

(Last)

(First)

(Middle)

AMERICAN INTERNATIONAL GROUP, INC.

175 WATER STREET

(Street)

NEW YORK

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)
12/26/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2015 Performance Share Units	⁽¹⁾	12/26/2018		A		26⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	26	⁽¹⁾	3,043	D
2017 Restricted Stock Units	⁽²⁾	12/26/2018		A		61⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	61	⁽²⁾	7,304	D
2018 Restricted Stock Units	⁽³⁾	12/26/2018		A		64⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	64	⁽³⁾	7,534	D
Restricted Stock Units	⁽⁴⁾	12/26/2018		A		513⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	513	⁽⁴⁾	60,874	D
2015 Performance Share Units	⁽⁵⁾	12/26/2018		A		9⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	9	⁽⁵⁾	1,065	I	By Spouse
2017 Restricted Stock Units	⁽⁶⁾	12/26/2018		A		27⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	27	⁽⁶⁾	3,246	I	By Spouse
2018 Restricted Stock Units	⁽⁷⁾	12/26/2018		A		29⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	29	⁽⁷⁾	3,424	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 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 earned 2015 Performance Share Units vest one-third in January of each of 2018, 2019 and 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 Restricted Stock Units with respect to Restricted Stock Units previously awarded under the American International Group, Inc. 2013 Omnibus Incentive Plan. The Restricted Stock Units vest in March 2019, 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 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 earned 2015 Performance Share Units have vested for the reporting person and are settled in shares of AIG Common Stock on a 1 to 1 basis one-third in January of each of 2018, 2019 and 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 under the American International Group, Inc. 2013 Omnibus Incentive Plan. The 2017 Restricted Stock Units have vested for the reporting person and are settled 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 under the American International Group, Inc. 2013 Omnibus Incentive Plan. The 2018 Restricted Stock Units have vested for the reporting person and are settled in shares of AIG Common Stock on a 1 to 1 basis in January 2021.

	/s/ James J. Killerlane III, by POA for Alessandrea C. Quane	12/28/2018
	** Signature of Reporting Person	Date
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Quane Alessandrea C. Form 4AMERICAN INTERNATIONAL / Alessandrea C. Quane ownership change