American International (AIG) Form 4 AMERICAN INTERNATIONAL / James J. Dunne III 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^*

Dunne James J. III

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

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
Deferred Stock Unit	(1)	04/01/2024		A		402(1)		(1)	(1)	Common Stock	402	(1)	1,691(2)	D
Deferred Stock Unit	(3)	04/01/2024		A		6(3)		(3)	(3)	Common Stock	6	(3)	1,697(2)	D

Explanation of Responses:

1. These deferred stock units ("DSUs") were awarded pursuant to the American International Group, Inc. ("AIG") 2021 Omnibus Incentive Plan (the "2021 Plan") in connection with the reporting person's annual compensation for service as a non-employee director. Under such plan and the related award agreements, these DSUs will be settled in shares of AIG common stock on a 1-to-1 basis on the last trading day of the month in which the director's service on the Board of Directors ends, unless the director has elected to defer the vesting date. This award includes dividend equivalent rights that accrue during the vesting period in the form of DSUs.

2. Reflects DSUs previously granted pursuant to the 2021 Plan.

3. This award represents dividend equivalent rights in the form of DSUs that are related to the DSUs previously awarded to the reporting person under the 2021 Plan as compensation for service as a non-employee director. Under such plans and the related award agreements, these DSUs -- along with the underlying previously awarded DSUs -- will be settled in shares of AIG common stock on a 1-to-1 basis on the last trading day of the month in which the director's service on the Board of Directors ends, unless the director has elected to defer the vesting date.

Remarks:

jdunnepoa.txt

	/s/ Linda B. Kalayjian, by POA from James J. Dunne III	04/03/2024
	** 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.
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