American International (AIG) Form 4 AMERICAN INTERNATIONAL / Naohiro Mouri 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^*

Mouri Naohiro

(Last) (First) (Middle)

C/O AMERICAN INTERNATIONAL GROUP, INC.

1271 AVE OF THE AMERICAS

(Street)

NEW YORK NY 10020-1304

(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)
EVP and Chief Auditor

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2023

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
Common Stock	02/21/2023		M		23,375(1)	A	$0.0000	37,289	D
Common Stock	02/22/2023		M		1,100(2)	A	$0.0000	38,389	D

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
2023 Restricted Stock Units	(3)	02/21/2023		A		3,243(4)		(4)	(4)	Common Stock	3,243	$0.0000	3,243	D
2023 Stock Options (Right to Buy)	$59.72	02/21/2023		A		13,280(5)		(5)	02/21/2033	Common Stock	13,280	$0.0000	13,280	D
2022 Restricted Stock Units	(3)	02/22/2023		M			1,100(2)	(2)	(2)	Common Stock	1,100	$0.0000	2,202	D

Explanation of Responses:

1. The acquisition of shares of AIG Common Stock represents the vesting of performance share units previously awarded to the reporting person in 2020 ("2020 PSUs"). The 2020 PSUs were earned as determined by AIG's Compensation and Management Resources Committee on February 21, 2023 based on pre-established performance goals for the three-year performance period ended December 31, 2022. The earned 2020 PSUs vested on January 1, 2023, and are settled in shares of AIG Common Stock on a 1-to-1 basis.

2. Represents the first tranche of 2022 Restricted Stock Units ("2022 RSUs") granted on February 22, 2022 that vested on February 22, 2023. The remaining 2022 RSUs will vest in equal amounts on the second and third anniversaries of the grant date, subject to the reporting person's continued employment through each applicable vesting date, and are settled in shares of AIG common stock.

3. The securities convert to AIG Common Stock on a 1-to-1 basis.

4. Represents the grant of 2023 Restricted Stock Units ("2023 RSUs"). One third of the 2023 RSUs vests on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued employment through each applicable vesting date, and such 2023 RSUs are settled in shares of AIG Common Stock.

5. Represents the grant of 2023 Stock Options. One third of the 2023 Stock Options vests on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued employment through each applicable vesting date.

	/s/ Ariel R. David, attorney-in-fact	02/23/2023
	** 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).
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