Sec Form 4 Filing - AMERICAN INTERNATIONAL GROUP INC @ KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. - 2015-09-24

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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
AMERICAN INTERNATIONAL GROUP INC
2. Issuer Name and Ticker or Trading Symbol
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. [ KMF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
175 WATER STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/24/2015
(Street)
NEW YORK, NY10038
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Series B Mandatory Redeemable Preferred Shares 12/24/2015 J( 1 ) 133,333 D $ 25.5 266,667 I Held through subsidiaries ( 2 )
Series B Mandatory Redeemable Preferred Shares 02/16/2016 J( 1 ) 266,667 D $ 25.5 0 D
Series C Mandatory Redeemable Preferred Shares 02/16/2016 J( 1 ) 150,000 D $ 25.5 1,050,000 I Held through subsidiaries ( 3 )
3.93% Series A Senior Unsecured Notes due March 3, 2016 09/24/2015 J( 4 ) 5,454,545.45 D $ 5,498,181.81 $ 4,545,454.55 I Held through subsidiaries ( 5 )
3.93% Series A Senior Unsecured Notes due March 3, 2016 09/29/2015 J( 4 ) 3,636,363.64 D $ 3,665,454.55 $ 909,090.91 I Held through subsidiaries ( 5 )
3.93% Series A Senior Unsecured Notes due March 3, 2016 12/07/2015 J( 6 ) 909,090.91 D $ 914,545.46 0 D
4.62% Series B Senior Unsecured Notes due March 3, 2018 12/07/2015 J( 7 ) 2,250,000 D $ 2,400,750 $ 6,750,000 I Held through subsidiaries ( 8 )
4.62% Series B Senior Unsecured Notes due March 3, 2018 12/14/2015 J( 9 ) 3,000,000 D $ 3,195,000 $ 3,750,000 I Held through subsidiaries ( 8 )
4.62% Series B Senior Unsecured Notes due March 3, 2018 01/12/2016 J( 10 ) 2,850,000 D $ 3,040,950 $ 900,000 I Held through subsidiaries ( 8 )
4.62% Series B Senior Unsecured Notes due March 3, 2018 02/18/2016 J( 1 ) 900,000 D $ 918,000 0 D
4.00% Series C Senior Unsecured Notes due March 22, 2022 12/14/2015 J( 1 ) 4,000,000 D $ 4,080,000 $ 6,000,000 I Held through subsidiaries ( 11 )
4.00% Series C Senior Unsecured Notes due March 22, 2022 02/18/2016 J( 1 ) 1,800,000 D $ 1,836,000 $ 4,200,000 I Held through subsidiaries ( 12 )
3.46% Series E Senior Unsecured Notes due July 30, 2021 $ 15,000,000 I Held through subsidiaries ( 13 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AMERICAN INTERNATIONAL GROUP INC
175 WATER STREET
NEW YORK, NY10038
See Remarks
AMERICAN HOME ASSURANCE CO
175 WATER STREET
NEW YORK, NY10038
See Remarks
United States Life Insurance Co in the City of New York
175 WATER STREET
NEW YORK, NY10038
See Remarks
AMERICAN GENERAL LIFE INSURANCE CO
2727-A ALLEN PARKWAY
HOUSTON, TX77019
See Remarks
VARIABLE ANNUITY LIFE INSURANCE CO /TX/
2727-A ALLEN PARKWAY
HOUSTON, TX77019
See Remarks
Signatures
/s/ Geoffrey N. Cornell, Authorized Signatory of American International Group, Inc. 04/28/2017
Signature of Reporting Person Date
/s/ Julie A. Cotton Hearne, Authorized Signatory of American General Life Insurance Company 04/28/2017
Signature of Reporting Person Date
/s/ Martin J. Bogue, Authorized Signatory of American Home Assurance Company 04/28/2017
Signature of Reporting Person Date
/s/ Julie A. Cotton Hearne, Authorized Signatory of The Variable Annuity Life Insurance Company 04/28/2017
Signature of Reporting Person Date
/s/ Julie A. Cotton Hearne, Authorized Signatory of The United States Life Insurance Company in The City of New York 04/28/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported disposition was pursuant to a mandatory redemption by the issuer at a price equal to 102.0% of the face value of the redeemed securities.
( 2 )The Variable Annuity Life Insurance Company ("VALIC"), a wholly owned subsidiary of American International Group, Inc. ("AIG"), directly held the reported shares of the Series B Mandatory Redeemable Preferred Shares (the "Series B MRPS"). AIG was an indirect beneficial owner of the Series B MRPS.
( 3 )After giving effect to the redemption on February 16, 2016, American General Life Insurance Company ("AGLIC"), an indirect wholly owned subsidiary of AIG, American Home Assurance Company ("AHAC"), an indirect wholly owned subsidiary of AIG, and United Guaranty Mortgage Insurance Company ("UGMIC"), a former indirect wholly owned subsidiary of AIG, directly held 698,250 shares, 341,250 shares and 10,500 shares, respectively, of the Series C Mandatory Redeemable Preferred Shares (the "Series C MRPS"). On July 11, 2016, as part of an exchange of securities baskets, UGMIC transferred 10,500 shares of the Series C MRPS to AHAC. AIG is an indirect beneficial owner of the Series C MRPS.
( 4 )The reported disposition was pursuant to a mandatory redemption by the issuer at a price equal to 100.8% of the face value of the redeemed securities.
( 5 )The United States Life Insurance Company in the City of New York ("USLIC"), an indirect wholly owned subsidiary of AIG, directly held the reported principal amount of the 3.93% Series A Senior Unsecured Notes due March 3, 2016 (the "Series A Notes"). AIG was an indirect beneficial owner of the Series A Notes.
( 6 )The reported disposition was pursuant to a mandatory redemption by the issuer at a price equal to 100.6% of the face value of the redeemed securities.
( 7 )The reported disposition was pursuant to a mandatory redemption by the issuer at a price equal to 106.7% of the face value of the redeemed securities.
( 8 )AGLIC directly held the reported principal amount of the 4.62% Series B Senior Unsecured Notes due March 3, 2018 (the "Series B Notes"). AIG was an indirect beneficial owner of the Series B Notes.
( 9 )The reported disposition was pursuant to a mandatory redemption by the issuer at a price equal to 106.5% of the face value of the redeemed securities.
( 10 )The reported disposition was pursuant to a mandatory redemption by the issuer at a price equal to 106.7% of the face value of the redeemed securities.
( 11 )After giving effect to the redemption on December 14, 2015, AIG Property Casualty Company ("APCC"), also an indirect wholly owned subsidiary of AIG, and VALIC directly held $2,400,000.00 and $3,600,000.00 principal amount, respectively, of the 4.00% Series C Senior Unsecured Notes due March, 22, 2022 (the "Series C Notes"). AIG is an indirect beneficial owner of the Series C Notes.
( 12 )After giving effect to the redemption on February 18, 2016, APCC and VALIC directly hold $1,680,000.00 principal amount and $2,520,000.00 principal amount, respectively, of the Series C Notes. AIG is an indirect beneficial owner of the Series C Notes.
( 13 )AHAC, USLIC and VALIC directly hold $4,875,000.00 principal amount, $9,875,000.00 principal amount and $250,000.00 principal amount, respectively, of the 3.46% Series E Senior Secured Notes due July 30, 2021 (the "Series E Notes"). AIG is an indirect beneficial owner of the Series E Notes.

Remarks:
Filed pursuant to Section 30(h) of the Investment Company Act of 1940.

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