Sec Form 4 Filing - SCHREIBER BRIAN T @ AMERICAN INTERNATIONAL GROUP INC - 2015-12-17

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
SCHREIBER BRIAN T
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)
Executive Vice President
(Last) (First) (Middle)
AMERICAN INTERNATIONAL GROUP, INC., 175 WATER STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/17/2015
(Street)
NEW YORK, NY10038
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
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
Restricted Stock Unit $ 34.95 ( 1 ) 12/17/2015 M 13,373 ( 2 ) ( 3 ) ( 3 ) Common Stock 13,373 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHREIBER BRIAN T
AMERICAN INTERNATIONAL GROUP, INC.
175 WATER STREET
NEW YORK, NY10038
Executive Vice President
Signatures
/s/ James J. Killerlane III, by POA for Brian T. Schreiber 12/21/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price.
( 2 )Represents the payout of the remaining 50% of the Troubled Asset Relief Program ("TARP") RSUs granted on December 17, 2012 that vested on December 17, 2015. In accordance with the provisions of the award agreement and AIG's repayment of 100 percent of the aggregate financial assistance received under TARP as of December 17, 2012, the fair market value of these TARP RSUs is being paid in cash, subject to applicable taxes.
( 3 )These securities do not have an exercisable date or expiration date.
( 4 )These securities do not carry a conversion or exercise price.

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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