Sec Form 4 Filing - AMERICAN INTERNATIONAL GROUP INC @ CLEARBRIDGE AMERICAN ENERGY MLP FUND INC. - 2015-07-23

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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
CLEARBRIDGE AMERICAN ENERGY MLP FUND INC. [ CBA]
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)
07/23/2015
(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 A Mandatory Redeemable Preferred Stock 07/23/2015 P 100 A $ 100,000 100 I Held through subsidiaries ( 1 )
Series A Mandatory Redeemable Preferred Stock 02/05/2016 J( 2 ) 29 D $ 102,000 71 I Held through subsidiaries ( 3 )
Series A Mandatory Redeemable Preferred Stock 02/11/2016 J( 2 ) 41 D $ 102,000 30 I Held through subsidiaries ( 4 )
Series B Mandatory Redeemable Preferred Stock 07/23/2015 P 400 A $ 100,000 400 I Held through subsidiaries ( 5 )
Series B Mandatory Redeemable Preferred Stock 12/22/2015 J( 2 ) 160 D $ 102,000 240 I Held through subsidiaries ( 6 )
Series B Mandatory Redeemable Preferred Stock 02/05/2016 J( 2 ) 71 D $ 102,000 169 I Held through subsidiaries ( 7 )
Series B Mandatory Redeemable Preferred Stock 02/11/2016 J( 2 ) 99 D $ 102,000 70 I Held through subsidiaries ( 8 )
4.51% Series C Senior Secured Notes due October 15, 2023 12/18/2015 J( 2 ) 4,941,176.47 D $ 5,040,000 $ 25,058,823.53 I Held through subsidiaries ( 9 )
4.51% Series C Senior Secured Notes due October 15, 2023 02/04/2016 J( 2 ) 3,813,299.24 D $ 3,889,565.23 $ 21,245,524.29 I Held through subsidiaries ( 10 )
4.51% Series C Senior Secured Notes due October 15, 2023 02/11/2016 J( 2 ) 3,159,590.8 D $ 3,222,782.62 $ 18,085,933.49 I Held through subsidiaries ( 11 )
4.51% Series C Senior Secured Notes due October 15, 2023 02/12/2016 J( 2 ) 1,198,465.48 D $ 1,222,434.79 $ 16,887,468.01 I Held through subsidiaries ( 12 )
4.66% Series D Senior Secured Notes due October 15, 2025 12/18/2015 J( 2 ) 6,400,000 D $ 6,528,000 $ 33,600,000 I Held through subsidiaries ( 13 )
4.66% Series D Senior Secured Notes due October 15, 2025 02/04/2016 J( 2 ) 5,113,043.48 D $ 5,215,304.35 $ 28,486,956.52 I Held through subsidiaries ( 14 )
4.66% Series D Senior Secured Notes due October 15, 2025 02/11/2016 J( 2 ) 4,236,521.73 D $ 4,321,252.16 $ 24,250,434.79 I Held through subsidiaries ( 15 )
4.66% Series D Senior Secured Notes due October 15, 2025 02/12/2016 J( 2 ) 1,606,956.52 D $ 1,639,095.65 $ 22,643,478.27 I Held through subsidiaries ( 16 )
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
Lexington Insurance Co
99 HIGH ST, FLOOR 23
BOSTON, MA02110-2378
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
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/ 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
/s/ Martin J. Bogue, Authorized Signatory of Lexington Insurance Company 04/28/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )After giving effect to the acquisition on July 23, 2015, Lexington Insurance Company ("Lexington") and The United States Life Insurance Company in The City of New York ("USLIC"), each an indirect wholly owned subsidiary of American International Group, Inc. ("AIG"), and The United Guaranty Mortgage Indemnity Company ("UGMIC"), a former indirect wholly owned subsidiary of AIG, directly held 32 shares, 67 shares and 1 share, respectively, of the Series A Mandatory Redeemable Preferred Stock (the "Series A MRPS"). AIG is an indirect beneficial owner of the Series A MRPS.
( 2 )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.
( 3 )After giving effect to the redemption on February 5, 2016, Lexington, USLIC and UGMIC directly held 23 shares, 47 shares and 1 share, respectively, of the Series A MRPS. AIG is an indirect beneficial owner of the Series A MRPS.
( 4 )After giving effect to the redemption on February 11, 2016, Lexington, USLIC and UGMIC directly hold 10 shares, 20 shares and 0 shares, respectively, of the Series A MRPS. AIG is an indirect beneficial owner of the Series A MRPS.
( 5 )After giving effect to the acquisition on July 23, 2015, American General Life Insurance Company ("AGLIC"), Lexington and UGMIC directly held 266 shares, 130 shares and 4 shares, respectively, of the Series B Mandatory Redeemable Preferred Stock (the "Series B MRPS"). AIG is an indirect beneficial owner of the Series B MRPS.
( 6 )After giving effect to the redemption on December 22, 2015, AGLIC, Lexington and UGMIC directly held 160 shares, 78 shares and 2 shares, respectively, of the Series B MRPS. AIG is an indirect beneficial owner of the Series B MRPS.
( 7 )After giving effect to the redemption on February 5, 2016, AGLIC, Lexington and UGMIC directly held 113 shares, 55 shares and 1 share, respectively, of the Series B MRPS. AIG is an indirect beneficial owner of the Series B MRPS.
( 8 )After giving effect to the redemption on February 11, 2016, AGLIC, Lexington and UGMIC directly hold 47 shares, 23 shares and 0 shares, respectively, of the Series B MRPS. AIG is an indirect beneficial owner of the Series B MRPS.
( 9 )After giving effect to the redemption on December 18, 2015, AGLIC, Commerce and Industry Insurance Company ("CIIC"), an indirect wholly owned subsidiary of AIG, and United Guaranty Residential Insurance Company ("UGRIC"), a former indirect wholly owned subsidiary of AIG, directly held $16,476,176.47 principal amount, $7,956,176.47 principal amount and $626,470.59 principal amount, respectively, of the 4.51% Series C Senior Secured Notes due October 15, 2023 (the "Series C Notes"). AIG is an indirect beneficial owner of the Series C Notes.
( 10 )After giving effect to the redemption on February 4, 2016, AGLIC, CIIC and UGRIC directly held $13,968,932.22 principal amount, $6,745,453.96 principal amount and $531,138.11 principal amount, respectively, of the Series C Notes. AIG is an indirect beneficial owner of the Series C Notes.
( 11 )After giving effect to the redemption on February 11, 2016, AGLIC, CIIC and UGRIC directly held $11,891,501.27 principal amount, $5,742,283.88 principal amount and $452,148.34 principal amount, respectively, of the Series C Notes. AIG is an indirect beneficial owner of the Series C Notes.
( 12 )After giving effect to the redemption on February 12, 2016, AGLIC, CIIC and UGRIC directly held $11,103,510.22 principal amount, $5,361,771.09 principal amount and $422,186.70 principal amount, respectively, of the Series C Notes. On July 11, 2016, as part of an exchange of securities baskets, UGRIC transferred $422,186.70 principal amount of the Series C Notes to Lexington. On January 24, 2017, as part of a transfer of a portfolio of securities, Lexington transferred $422,186.70 principal amount of the Series C Notes to AGLIC. AIG is an indirect beneficial owner of the Series C Notes.
( 13 )After giving effect to the redemption on December 18, 2015, AGLIC, American Home Assurance Company ("AHAC"), USLIC and The Variable Annuity Life Insurance Company ("VALIC"), each an indirect wholly owned subsidiary of AIG, and UGRIC directly held $4,452,000.00 principal amount, $10,668,000.00 principal amount, $3,360,000.00 principal amount, $14,280,000.00 principal amount and $840,000.00 principal amount, respectively, of the 4.66% Series D Senior Secured Notes due October 15, 2025 (the "Series D Notes"). AIG is an indirect beneficial owner of the Series D Notes.
( 14 )After giving effect to the redemption on February 4, 2016, AGLIC, AHAC, USLIC, VALIC and UGRIC directly held $3,774,521.74 principal amount, $9,044,608.70 principal amount, $2,848,695.65 principal amount, $12,106,956.52 principal amount and $712,173.91 principal amount, respectively, of the Series D Notes. AIG is an indirect beneficial owner of the Series D Notes.
( 15 )After giving effect to the redemption on February 11, 2016, AGLIC, AHAC, USLIC, VALIC and UGRIC directly held $3,213,182.61 principal amount, $7,699,513.05 principal amount, $2,425,043.48 principal amount, $10,306,434.78 principal amount and $606,260.87 principal amount, respectively, of the Series D Notes. AIG is an indirect beneficial owner of the Series D Notes.
( 16 )After giving effect to the redemption on February 12, 2016, AGLIC, AHAC, USLIC, VALIC and UGRIC directly hold $3,000,260.87 principal amount, $7,189,304.35 principal amount, $2,264,347.83 principal amount, $9,623,478.26 principal amount and $566,086.96 principal amount, respectively, of the Series D Notes. On July 11, 2016, as part of an exchange of securities baskets, UGRIC transferred $566,086.96 principal amount of the Series D Notes to VALIC.

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

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