SEC FORM 4

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 CARL H

(Last)

(First)

(Middle)

ONE EAST FOURTH STREET

(Street)

CINCINNATI

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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								0	D
Common Stock								0	I	#1⁽¹⁾
Common Stock								0	I	#2⁽²⁾
Common Stock								1,004,144⁽³⁾	I	#3⁽⁴⁾
Common Stock	05/21/2010		G	V	25	D	$0.00	1,052,067	I	#4⁽⁵⁾
Common Stock	07/24/2010		G	V	878	D	$0.00	1,051,333	I	#4⁽⁵⁾
Common Stock	10/01/2010		G	V	3,401	D	$0.00	1,047,932	I	#4⁽⁵⁾
Common Stock								0	I	#6⁽⁶⁾
Common Stock								0	I	#7⁽⁷⁾
Common Stock								4,348,480⁽³⁾	I	#8⁽⁸⁾
Common Stock								4,347,376⁽³⁾	I	#9⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Indirect #1: By Carl H. Lindner, Jr., et al. TTEE for the CHL Amended and Restated Family Trust dated 12/12/83.

2. Indirect #2: By Edyth B. Lindner, Spouse.

3. On 6/30/2010 Indirect #8 transferred 255,272 shares of Common Stock to Indirect #3 and Indirect #9 transferred 255,213 shares of Common Stock to Indirect #3. On 9/30/2010, Indirect #8 transferred 246,844 shares of Common Stock to Indirect #3 and Indirect #9 transferred 246,815 shares of Common Stock to Indirect #3.

4. Indirect #3: EBL TTEE of the Edyth B. Lindner Family Trust Dated 4/13/04.

5. Indirect #4: By Carl H. Lindner, Jr., et al. Trustee of the CHL amended and Restated Family Trust dated 1/22/82.

6. Indirect #6: EBL 2008-1 Qualified Annuity Trust dtd 7/21/08.

7. Indirect #7: EBL 2009-1 Qualifed Annuity Trust dtd 3/31/2009.

8. Indirect #8: EBL 2010-1 Qualified Annuity Trust DTD 4/8/2010

9. Indirect #9: EBL 2010-2 Qualified Annuity Trust DTD 4/8/2010.

Remarks:

	Carl H. Lindner, Jr. By: Karl J. Grafe, as Attorney-in-Fact	10/15/2010
	** 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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