SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SCHREIBER BRIAN T

(Last) (First) (Middle)
AMERICAN INTERNATIONAL GROUP, INC.
180 MAIDEN LANE

(Street)
NEW YORK NY 10038

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/03/2012 M 161(1) A $0.0000 15,273 D
Common Stock 01/03/2012 M 145(2) A $0.0000 15,418 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Long-Term Performance Units $35.38(3) 12/30/2011 M 171.4087(4) (5) (5) Common Stock 171.4087 (6) 2,117.6184 D
Restricted Stock Unit $23.2(3) 12/30/2011 A 7,102.1312(7) (5) (5) Common Stock 7,102.1312 (6) 7,102.1312 D
Restricted Stock Unit $33.54(3) 12/30/2011 M 1,248.469(4) (5) (5) Common Stock 1,248.469 (6) 77,490.81 D
Restricted Stock Unit (3) 01/03/2012 M 245 (5) (5) Common Stock 245 (6) 632.4 D
Restricted Stock Unit (3) 01/03/2012 M 272 (5) (5) Common Stock 272 (6) 904.4 D
Explanation of Responses:
1. Granted under the American International Group, Inc. Deferred Compensation Profit Participation Plan, this acquisition reflects the release of 272 shares less the 111 shares for tax withholding.
2. Granted under the American International Group, Inc. Amended and Restated 2002 Stock Incentive Plan, this acquisition reflects the release of 245 shares less the 100 shares for tax withholding.
3. Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price.
4. Represents the payment in cash of an aggregate amount of $32,941.16, net of 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).
5. These securities do not have an exercisable date or expiration date.
6. These securities do not carry a conversion or exercise price.
7. This award represents fully vested RSUs; one third of the award will be payable in cash based on AIG's share price on the first anniversary of the deemed grant date, one third based on AIG's share price on the second anniversary of the deemed grant date, and one third based on AIG's share price on the third anniversary of the deemed grant date. This award reflects 7,310.0467 shares less the 207.9155 shares withheld for taxes.
/s/ Kathleen E. Shannon, by POA for Brian T. Schreiber 01/04/2012
** Signature of Reporting Person Date
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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