American International (AIG) Form 4 Change in insider ownership

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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 Energy MLP 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. Date of Earliest Transaction (Month/Day/Year)
02/12/2016

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 F Mandatory Redeemable Preferred Stock	02/12/2016		J(1)		116	D	$102,000	44	I	Held through subsidiaries(2)
Series G Mandatory Redeemable Preferred Stock	02/12/2016		J(1)		218	D	$102,000	82	I	Held through subsidiaries(3)
3.46% Senior Secured Notes Series I due 6/11/2025	02/12/2016		J(1)		576,419.22	D	$587,947.6	$2,423,580.78	I	Held through subsidiaries(4)
3.56% Senior Secured Notes Series J due 6/11/2027	02/12/2016		J(1)		1,537,117.9	D	$1,567,860.26	$6,462,882.1	I	Held through subsidiaries(5)
3.76% Senior Secured Notes Series K due 6/11/2030	02/12/2016		J(1)		2,113,537.12	D	$2,155,807.86	$8,886,462.88	I	Held through subsidiaries(6)

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^*

AMERICAN GENERAL LIFE INSURANCE CO

(Last) (First) (Middle)

2727-A ALLEN PARKWAY

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. American General Life Insurance Company ("AGLIC"), 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") directly hold 1 share, 14 shares and 29 shares, respectively, of the Series F Mandatory Redeemable Preferred Stock (the "Series F MRPS").On July 11, 2016, as part of an exchange of securities baskets, United Guaranty Residential Insurance Company ("UGRIC"), a former indirect wholly owned subsidiary of AIG, transferred 1 share of the Series F MRPS to AGLIC. AIG is an indirect beneficial owner of the Series F MRPS.

3. AGLIC and Lexington directly hold 56 shares and 26 shares, respectively, of the Series G Mandatory Redeemable Preferred Stock (the "Series G MRPS"). On July 11, 2016, as part of an exchange of securities baskets, UGRIC transferred 1 share of the Series G MRPS to AGLIC. AIG is an indirect beneficial owner of the Series G MRPS.

4. AGLIC and The Variable Annuity Life Insurance Company ("VALIC"), also an indirect wholly owned subsidiary of AIG, directly hold $1,615,720.52 principal amount and $807,860.26 principal amount, respectively, of the 3.46% Senior Secured Notes, Series I, due June 11, 2025 (the "Series I Notes"). AIG is an indirect beneficial owner of the Series I Notes.

5. AGLIC directly holds $6,462,882.10 principal amount of the 3.56% Senior Secured Notes, Series J, due June 11, 2027 (the "Series J Notes"). On January 24, 2017, in connection with a basket transaction, Lexington transferred $2,100,436.68 principal amount of the Series J Notes to AGLIC for a total cash consideration of $2,008,124.82. AIG is an indirect beneficial owner of the Series J Notes.

6. AGLIC and USLIC directly hold $5,978,165.94 principal amount and $2,908,296.94 principal amount, respectively, of the 3.76% Senior Secured Notes, Series K, due June 11, 2030 (the "Series K Notes"). AIG is an indirect beneficial owner of the Series K Notes.

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
	** 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.