| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMERICAN FINANCIAL GROUP INC [ AFG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 03/04/2005 | G | 10,030 | D | $0.00 | 3,843,240 | I | #1(1) | |||||||
| Common Stock | 05/02/2005 | G | 21,000 | D | $0.00 | 3,945,223 | I | #1(1) | |||||||
| Common Stock | 08/22/2005 | G | 217,998 | A | $0.00 | 4,276,273 | I | #1(1) | |||||||
| Common Stock | 10/26/2005 | G | 9,875 | D | $0.00 | 4,318,011 | I | #1(1) | |||||||
| Common Stock | 12/20/2005 | G | 26,250 | D | $0.00 | 1,291,761(2) | I | #1(1) | |||||||
| Common Stock | 20,539 | I | #2(3) | ||||||||||||
| Common Stock | 14,878.42 | I | #4(4) | ||||||||||||
| Common Stock | 509,873 | I | #5(5) | ||||||||||||
| Common Stock | 81,219 | I | #6(6) | ||||||||||||
| Common Stock | 21,289 | I | #9(7) | ||||||||||||
| Common Stock | 21,289 | I | #10(8) | ||||||||||||
| Common Stock | 1,000,000 | I | #12(9) | ||||||||||||
| Common stock | 21,299 | I | #13(10) | ||||||||||||
| Common Stock | 1,584 | I | #14(11) | ||||||||||||
| Common Stock | 10 | I | #15(12) | ||||||||||||
| Common Stock | 21,289 | I | #16(13) | ||||||||||||
| Common Stock | 0(2) | I | #11(14) | ||||||||||||
| Common Stock | 3,000,000(2) | I | #18(15) | ||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Deferred Compensation Obligation | $38.31 | (16) | (16) | Common Stock | 12,969.314 | 12,969.314(16) | I | #1 | ||||||
| Explanation of Responses: |
| 1. Indirect #1: By Carl H. Lindner III, For the Second Amended & Restated Carl H. Lindner III Family Trust dated 3/11/94. |
| 2. On 4/15/2005, Indirect #11 transferred 122,983 shares of common stock to Indirect #1. On 7/5/2005, Indirect #11 transferred 113,052 shares of common stock to Indirect #1. On 10/14/2005, Indirect #11 transferred 51,613 shares of common stock to Indirect #1. On 12/20/2005, Indirect #1 transferred 3,000,000 shares of common stock to Indirect #18. |
| 3. Indirect #2: By Martha S. Lindner (Spouse), Trustee For the Second Amended & Restated Martha S. Lindner Family Trust dated 3/11/94. |
| 4. Indirect #4: The Company Retirement and Savings Account. The number of shares of Common Stock which would be represented by the value of the reporting Person's Company Securities Funds account in the Issuer's Retirement and Savings Plan is based on a statement dated as of 12/31/2005. |
| 5. Indirect #5: By Keith E. Lindner, Trustee under an Irrevocable Trust Indenture with Carl H. Lindner III dated 11/1/82. |
| 6. Indirect #6: By Keith E. Lindner, Trustee under an Irrevocable Trust Indenture with Carl H. Lindner III dated 7/1/83. |
| 7. Indirect #9: By Keith E. Lindner, Trustee under an Irrevocable Trust Indenture with Carl H. Lindner III and Martha S. Lindner dated 8/23/85. |
| 8. Indirect #10: By Keith E. Lindner, Trustee under an irrevocable Trust Indenture with Carl H. Lindner III and Martha S. Lindner dated 9/26/89. |
| 9. Indirect #12: CHL Investments, LLC, a limited liability company directly or indirectly wholly-owned by the Reporting Person. |
| 10. Indirect #13: Daughter of Reporting Person |
| 11. Indirect #14: Carl H. Lindner III, custodian of a minor. |
| 12. Indirect #15: Son of Reporting Person |
| 13. Indirect #16: Son of Reporting Person. |
| 14. Indirect #11: By Carl H. Lindner III Trustee of the Carl H. Lindner III 1997-1 Qualified Annuity Trust dated January 16, 1997. |
| 15. Indirect #18: Carl H. Lindner III TTEE of the Carl H. Lindner III 2205-1 Qualified Annuity Trust dtd 10/26/2005. |
| 16. Represents amounts deferred by the Reporting Person in the Issuer's Deferred Compensation Plan. The account value increases or decreases based on the value of the Issuer's common stock. Upon termination of employment or earlier, if so elected, the Reporting Person's account balance may be distributed, at the option of the Issuer, either in cash or in shares of the Issuer's common stock. |
| Remarks: |
| Carl H. Lindner III By: Karl J. Grafe, as Attorney-in-Fact | 02/13/2006 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||