Sec Form 4 Filing - Lyons Mark Donald @ AMERICAN INTERNATIONAL GROUP, INC. - 2021-02-22

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 Lyons Mark Donald 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) EVP and CFO (Last) (First) (Middle) AMERICAN INTERNATIONAL GROUP, INC., 175 WATER STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2021 (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 02/22/2021 M 3,108 ( 1 ) A $ 0 4,132 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 2021 Restricted Stock Units ( 2 ) 02/22/2021 A 24,380 ( 3 ) ( 3 ) ( 3 ) Common Stock 24,380 $ 0 24,380 D 2021 Stock Options (Right to Buy) $ 44.1 02/22/2021 A 88,141 01/01/2024 02/22/2031 Common Stock 88,141 $ 0 88,141 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lyons Mark Donald AMERICAN INTERNATIONAL GROUP, INC. 175 WATER STREET NEW YORK, NY10038 EVP and CFO Signatures /s/ Alanna Franco, attorney-in-fact 02/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents AIG Common Stock underlying the 2018 Performance Share Units (including related dividend equivalent rights in the form of 2018 Performance Share Units) earned as determined by AIG's Compensation and Management Resources Committee on February 22, 2021 based on pre-established performance goals for the three-year performance period ended December 31, 2020. The earned 2018 Performance Share Units (including related dividend equivalent rights in the form of 2018 Performance Share Units) vested on January 1, 2021, and are settled in shares of AIG Common Stock. ( 2 )The 2021 Restricted Stock Units convert to AIG Common Stock on a 1-to-1 basis. ( 3 )Represents the grant of 2021 Restricted Stock Units. The 2021 Restricted Stock Units vest on January 1, 2024, subject to the reporting person's continued employment through the vesting date, and are settled in shares of AIG Common Stock. The award includes dividend equivalent rights payable in the form of additional 2021 Restricted Stock Units.

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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