FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FARBER JEFFREY M

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/11/2014 

3. Issuer Name and Ticker or Trading Symbol

AMERICAN INTERNATIONAL GROUP INC [AIG]

(Last)        (First)        (Middle)

175 WATER STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP & Group Controller /

(Street)

NEW YORK, NY 10038       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit     (1)   (1) Common Stock   32142.0000   (2) $37.8000   (3) D    
Stock Appreciation Rights   1/1/2015   1/1/2015   Common Stock   51015.0000   (4)   (5) D    

Explanation of Responses:
( 1)  These securities do not have an exercisable date or expiration date.
( 2)  This award represents Restricted Stock Units (RSUs) granted on March 21, 2013 that will vest 50% on the second anniversary and 50% on the third anniversary of the date of grant. The RSUs will be payable in cash based on AIG's share price on the applicable vesting date.
( 3)  Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price.
( 4)  Represents Stock Appreciation Rights (SARs) awarded upon adjudication of performance under 2011 Long Term Incentive Plan.
( 5)  These SARs do not have a conversion or exercise price.

Remarks:
Exhibit 24 Power of Attorney filed herewith.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FARBER JEFFREY M
175 WATER STREET
NEW YORK, NY 10038


SVP & Group Controller

Signatures
/s/ Patricia M. Carroll, by POA for Jeffrey M. Farber 11/19/2014
** 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 5(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 control number.
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