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*
LINDNER S CRAIG
(Last) (First) (Middle)
301 EAST FOURTH STREET
(Street)
CINCINNATI OH 45202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN FINANCIAL GROUP INC [ AFG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Co-CEO & Co-President
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2011
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 12/22/2011 M 50,000 A $20.28 2,151,516 I #1(1)
Common Stock 12/22/2011 S 50,000 D $36.9155(2) 2,101,516 I #1(1)
Common Stock 12/23/2011 M 32,500 A $20.28 2,134,016 I #1(1)
Common Stock 12/23/2011 S 32,500 D $37.2287(3) 2,101,516 I #1(1)
Common Stock 111,862 I #3(4)
Common Stock 25,873 I #6(5)
Common Stock 26,818.9636 I #12(6)
Common Stock 225,546 I #23(7)
Common Stock 194,939 I #24(8)
Common Stock 301,805 I #25(9)
Common Stock 27,000 I #26(10)
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
Common Stock $20.28 12/22/2011 M 50,000 (11) 02/24/2015 Common 50,000 $0.00 32,500 D
Common Stock $20.28 12/23/2011 M 32,500 (11) 02/24/2015 Common 32,500 $0.00 0 D
Explanation of Responses:
1. Indirect #1: SCL TTEE of the SCL Living Trust DTD 03/30/83.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.87 to 37.04, inclusive. The reporting person undertakes to provide to American Financial Group, Inc., ("AFG"), any security holder of AFG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2 and 3.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.02 to 37.29, inclusive.
4. Indirect #3: By Frances R. Lindner, Trustee for the Frances R. Lindner living Trust dated 9/13/93. (SCL)
5. Indirect #6: FRL, Cust. CFL Under OH Tsfr to Min Act. (SCL)
6. Indirect #12: Held in the Company's Retirement and Savings Plan. The number of shares of Common is based on a statement dated as of 12/31/10. (SCL)
7. Indirect #23: CFL TR U/A DTD 4/21/05 FRL TTEE (SCL)
8. Indirect #24: My Nyhart TTEE Christine CU Trust Agreement dtd 12/14/00.
9. Indirect #25: M. Nyhart TTEE CFL 2010 Consolidation Trust DTD 12/17/2010.
10. Indirect #26: M. Nyhart TTEE CFL 2010 Special Trust DTD 12/17/10.
11. These Employee Stock Options ("Options") become exercisable as to 20% of the shares initially granted on the first anniversary of the date of grant, with an additional 20% becoming exercisable on each subsequent anniversary. The Options were granted under the Issuer's Stock Option Plan pursuant to Rule 16b-3.
Remarks:
S. Craig Lindner By: Karl J. Grafe, as Attorney-in-Fact 12/27/2011
** 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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