Sec Form 4 Filing - DOOLEY WILLIAM N @ AMERICAN INTERNATIONAL GROUP INC - 2013-12-16

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
DOOLEY WILLIAM N
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., 180 MAIDEN LANE
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2013
(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
Common Stock 12/17/2013 S 2,220 D $ 49.465 23,882 D
Common Stock 12/17/2013 S 336 D $ 49.465 0 ( 1 ) I Held by minor children
Common Stock 12/17/2013 S 424 D $ 49.465 0 I Held by wife
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
Dividend Equivalent ( 2 ) 12/16/2013 M 3.2796 ( 3 ) ( 4 ) ( 4 ) Common Stock 3.2796 ( 2 ) 3.1897 D
Long-Term Performance Units $ 51.19 ( 5 ) 12/16/2013 M 213.9997 ( 6 ) ( 4 ) ( 4 ) Common Stock 213.9997 ( 2 ) 0 D
Restricted Stock Unit $ 33.54 ( 5 ) 12/16/2013 M 1,407.741 ( 6 ) ( 4 ) ( 4 ) Common Stock 1,407.741 ( 2 ) 0 D
Restricted Stock Unit $ 33.94 ( 5 ) 12/16/2013 M 2,211.6996 ( 7 ) ( 4 ) ( 4 ) Common Stock 2,211.6996 ( 2 ) 0 D
Restricted Stock Unit $ 23.22 ( 5 ) 12/16/2013 M 3,232.5409 ( 8 ) ( 4 ) ( 4 ) Common Stock 3,232.5409 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOOLEY WILLIAM N
AMERICAN INTERNATIONAL GROUP, INC.
180 MAIDEN LANE
NEW YORK, NY10038
Executive Vice President
Signatures
/s/ James J. Killerlane III, by POA for William N. Dooley 12/18/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Dooley no longer has a reportable interest in 339 shares of AIG common stock that were included in his prior ownership reports as those shares are owned by his children who are now independent.
( 2 )These securities do not carry a conversion or exercise price.
( 3 )Represents the payment in cash of $164.90, before applicable taxes, in settlement of the dividend equivalent in shares of common stock with respect to LTPUs (both the portion originally granted as common stock and the hybrid portion converted into common stock on April 14, 2011).
( 4 )These securities do not have an exercisable date or expiration date.
( 5 )Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price.
( 6 )Represents the payment in cash of an aggregate amount of $81,541.12, before applicable taxes, in settlement of fully vested LTPUs (both the portion originally granted as common stock and the hybrid portion converted into common stock on April 14, 2011).
( 7 )Represents the payment in cash of $111,204.25, before applicable taxes, in settlement of stock salary based on AIG's share price on December 16, 2013.
( 8 )Represents the payment in cash of $162,532.16, before applicable taxes, in settlement of stock salary based on AIG's share price on December 16, 2013.

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).
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