Sec Form 4 Filing - Quane Alessandrea C. @ AMERICAN INTERNATIONAL GROUP INC - 2018-12-07

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 Quane Alessandrea C. 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) 12/07/2018 (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 12/07/2018 M 147 A $ 0 ( 1 ) 10,407 I By Spouse Common Stock 12/07/2018 M 138 A $ 0 ( 1 ) 10,545 I By Spouse Common Stock 12/07/2018 M 95 A $ 0 ( 1 ) 10,640 I By Spouse Common Stock 12/07/2018 M 44 A $ 0 ( 1 ) 10,684 I By Spouse Common Stock 12/07/2018 F 44 D $ 40.77 ( 2 ) 10,640 I By Spouse Common Stock 12/07/2018 F 95 D $ 40.77 ( 2 ) 10,545 I By Spouse Common Stock 12/07/2018 F 138 D $ 40.77 ( 2 ) 10,407 I By Spouse Common Stock 12/07/2018 F 147 D $ 40.77 ( 2 ) 10,260 I By Spouse Common Stock 16,207 D

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 2014 Performance Share Units ( 3 ) 12/07/2018 M 95 ( 4 ) ( 4 ) ( 4 ) Common Stock 95 $ 0 2,097 I By Spouse 2015 Performance Share Units ( 3 ) 12/07/2018 M 44 ( 5 ) ( 5 ) ( 5 ) Common Stock 44 $ 0 1,012 I By Spouse 2017 Restricted Stock Units ( 3 ) 12/07/2018 M 138 ( 6 ) ( 6 ) ( 6 ) Common Stock 138 $ 0 3,081 I By Spouse 2018 Restricted Stock Units ( 3 ) 12/07/2018 M 147 ( 7 ) ( 7 ) ( 7 ) Common Stock 147 $ 0 3,248 I By Spouse 2014 Performance Share Units ( 3 ) ( 8 ) ( 8 ) Common Stock 4,083 4,083 D 2015 Performance Share Units ( 3 ) ( 9 ) ( 9 ) Common Stock 3,043 3,043 D 2017 Restricted Stock Units ( 3 ) ( 10 ) ( 10 ) Common Stock 7,304 7,304 D 2018 Restricted Stock Units ( 3 ) ( 11 ) ( 11 ) Common Stock 7,534 7,534 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Quane Alessandrea C. AMERICAN INTERNATIONAL GROUP, INC. 175 WATER STREET NEW YORK, NY10038 Executive Vice President Signatures /s/ James J. Killerlane III, by POA for Alessandrea C. Quane 01/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each unit was the economic equivalent of one share of AIG Common Stock. ( 2 )The amount of shares was determined on December 7, 2018 based on AIG's share price on December 4, 2018. ( 3 )The units convert to AIG Common Stock on a 1 to 1 basis. ( 4 )Reflects partial lapsing of restrictions on 2014 Performance Share Units to cover FICA obligation. The earned 2014 Performance Share Units have vested for the reporting person and are settled in shares of AIG Common Stock one-third in January of each of 2017, 2018 and 2019. ( 5 )Reflects partial lapsing of restrictions on 2015 Performance Share Units to cover FICA obligation. The earned 2015 Performance Share Units have vested for the reporting person and are settled in shares of AIG Common Stock one-third in January of each of 2018, 2019 and 2020. ( 6 )Reflects partial lapsing of restrictions on 2017 Restricted Stock Units to cover FICA obligation. The 2017 Restricted Stock Units have vested for the reporting person and are settled in shares of AIG Common Stock in January 2020. ( 7 )Reflects partial lapsing of restrictions on 2018 Restricted Stock Units to cover FICA obligation. The 2018 Restricted Stock Units have vested for the reporting person and are settled in shares of AIG Common Stock in January 2021. ( 8 )The earned 2014 Performance Share Units vest one-third in January of each of 2017, 2018 and 2019 and are settled in shares of AIG Common Stock. ( 9 )The earned 2015 Performance Share Units vest one-third in January of each of 2018, 2019 and 2020 and are settled in shares of AIG Common Stock. ( 10 )The 2017 Restricted Stock Units vest in January 2020, subject to the reporting person's continued employment through the vesting date, and are settled in shares of AIG Common Stock. ( 11 )The 2018 Restricted Stock Units vest in January 2021, subject to the reporting person's continued employment through the vesting date, and are settled in shares of AIG Common Stock.

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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