Sec Form 4 Filing - LINDNER CARL H III @ AMERICAN FINANCIAL GROUP INC - 2012-02-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person LINDNER CARL H III 2. Issuer Name and Ticker or Trading Symbol AMERICAN FINANCIAL GROUP INC [ AFG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-CEO & Co-President (Last) (First) (Middle) 301 EAST FOURTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2012 (Street) CINCINNATI, OH45202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/06/2012 M 42,500 A $ 20.28 2,732,199 I #1 ( 1 ) Common Stock 02/06/2012 S 42,500 D $ 37.3953 ( 2 ) 2,689,699 I #1 ( 1 ) Common Stock 02/07/2012 S 20,766 D $ 37.558 ( 3 ) 2,668,933 I #1 ( 1 ) Common Stock 02/08/2012 S 29,234 D $ 37.4501 ( 4 ) 2,639,699 I #1 ( 1 ) Common Stock 36,601 I #2 ( 5 ) Common Stock 02/07/2012 S 16,885 D $ 37.5648 ( 6 ) 1,401,615 I #12 ( 7 ) Common Stock 02/08/2012 S 13,115 D $ 37.46 42 ( 4 ) 1,388,500 I #12 ( 7 ) Common Stock 176,166 I #21 ( 8 ) Common Stock 113,091 I #22 ( 9 ) Common Stock 146,659 I #25 ( 10 ) Common Stock 1,748,824 I #26 ( 11 ) Common Stock 77,671 I #27 ( 12 ) Common Stock 742 I #28 ( 13 ) Common Stock 19,635 I #29 ( 14 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option Exercise $ 20.28 02/06/2012 D 42,500 ( 15 ) ( 15 ) Common 42,500 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LINDNER CARL H III 301 EAST FOURTH STREET CINCINNATI, OH45202 X Co-CEO & Co-President Signatures Carl H. Lindner IIIBy: Karl J. Grafe, as Attorney-in-Fact 02/08/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Indirect #1: CHL III, TTEE (or his Successors) of the Carl H. Lindner III Family Trust DTD 8/29/02 as Amended. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.35 to 37.531, inclusive. The reporting person undertakes to provide to American Financial Group, Inc., ("AFG"), any security holder of AFG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnotes (2), (3) (4) and (6). ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.50 to $37.78 inclusive. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.40 to $37.58 inclusive. ( 5 )Indirect #2: Martha S. Lindner, (or her Successor) of the Martha S. Lindner Family Trust DTD 8/30/02 as amended. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.50 to $37.78 inclusive. ( 7 )Indirect #12: Seraphim Partners LLC fka CHL Investments, LLC ( 8 )Indirect #21: Doug Marcian, TTEE MBL Trust Dtd 10/26/05. ( 9 )Indirect #22: Doug Marcian, TTEE GD Trust Dtd 10/26/05. ( 10 )Indirect #25: Lou Ann Flint TTEE MBL 2009 Consolidation Trust DTD 12/22/09. ( 11 )Indirect #26: CHL III 2010-1 Qualified Annuity Trust DTD 4/9/10. ( 12 )Indirect #27: Lou Ann Flint TTEE MBL 2009 Trust DTD 4/13/2009. ( 13 )Indirect #28 MBL TTEE MBL Trust DTD 1/17/2008 ( 14 )Indirect #29: Shares voting and dispositive power and holds a remainder interest in shares held by charitable lead annuity trust. The reporting person disclaims beneficial interest of the shares held by the trust except to the extent of his pecuniary interest in such shares. ( 15 )These Employee Stock Options ("Options") become exercisable as to 20% of the shares initially granted on the first anniversary of the date of grant, with an additional 20% becoming exercisable on each subsequent anniversary. The Options were granted under the Issuer's Stock Option Plan pursuant to Rule 16b-3.

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.