American International (AIG) Form 4 AMERICAN INTERNATIONAL / BRIAN DUPERREAULT 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^*

DUPERREAULT BRIAN

(Last) (First) (Middle)

AMERICAN INTERNATIONAL GROUP, INC.

175 WATER STREET

(Street)

NEW YORK NY 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2017

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)
			Code	V	Amount	(A) or (D)	Price

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
2017 Restricted Stock Units	(1)	05/14/2017		A		55,519(2)		(2)	(2)	Common Stock	55,519	$0.0000	55,519	D
Stock Option A (Right to Buy)	$61.82	05/15/2017		A		500,000(3)		(3)	05/15/2024	Common Stock	500,000	$0.0000	500,000	D
Stock Option B (Right to Buy)	$61.82	05/15/2017		A		400,000(4)		(4)	05/15/2024	Common Stock	400,000	$0.0000	400,000	D
Stock Option C (Right to Buy)	$61.82	05/15/2017		A		300,000(5)		(5)	05/15/2024	Common Stock	300,000	$0.0000	300,000	D
Stock Option D (Right to Buy)	$61.82	05/15/2017		A		200,000(6)		(6)	05/15/2024	Common Stock	200,000	$0.0000	200,000	D
Stock Option E (Right to Buy)	$61.82	05/15/2017		A		100,000(7)		(7)	05/15/2024	Common Stock	100,000	$0.0000	100,000	D

Explanation of Responses:

1. These securities convert to AIG Common Stock on a 1 to 1 basis.

2. Represents the grant of 2017 Restricted Stock Units. 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. The award includes dividend equivalent rights payable in the form of additional Restricted Stock Units.

3. The options were granted under and are subject to the terms of the AIG 2013 Omnibus Incentive Plan (the "Plan") and vest in equal installments on each of May 15, 2018, May 15, 2019 and May 15, 2020.

4. The options were granted as "employment inducement grants" under New York Stock Exchange rules, are subject to the terms of the Plan, and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $30.00 over $60.99, the closing AIG Common Stock price on May 12, 2017 (the "Reference Price").

5. The options were granted under and are subject to the terms of the Plan and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $10.00 over the Reference Price, but will not vest faster than in three equal annual installments beginning on May 15, 2018.

6. The options were granted under and are subject to the terms of the Plan and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $20.00 over the Reference Price.

7. The options were granted as "employment inducement grants" under New York Stock Exchange rules, are subject to the terms of the Plan, and vest based upon AIG attaining a closing AIG Common Stock price, for at least 20 consecutive trading days, of at least $20.00 over the Reference Price.

	/s/ James J. Killerlane III, by POA for Brian Duperreault	05/16/2017
	** Signature of Reporting Person	Date
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