SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

DeMaio Donna

(Last)

(First)

(Middle)

AMERICAN INTERNATIONAL GROUP, INC.

175 WATER STREET

(Street)

NEW YORK

10038

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/17/2017

3. Issuer Name and Ticker or Trading Symbol
AMERICAN INTERNATIONAL GROUP INC [ AIG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

5. 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 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)
Common Stock	5,074	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
2013 Performance Share Units	⁽¹⁾	⁽¹⁾	Common Stock	9,722⁽¹⁾	⁽²⁾	D
2014 Performance Share Units	⁽³⁾	⁽³⁾	Common Stock	10,440⁽³⁾	⁽²⁾	D
2017 Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	5,722⁽⁴⁾	⁽²⁾	D

Explanation of Responses:

1. Represents the remaining 2013 Performance Share Units earned as determined by AIG's Compensation and Management Resources Committee in March 2016 based on pre-established performance goals for the three-year performance period ended December 31, 2015. The earned 2013 Performance Share Units have vested for the reporting person and are settled in shares of AIG Common Stock one-third in January of each of 2016, 2017 and 2018.

2. These securities convert to AIG Common Stock on a 1 to 1 basis.

3. Represents the remaining 2014 Performance Share Units earned as determined by AIG's Compensation and Management Resources Committee in January 2017 based on pre-established performance goals for the three-year performance period ended December 31, 2016. The earned 2014 Performance Share Units have vested for the reporting person and are settled in shares of AIG Common Stock one-third in January of each of 2017, 2018 and 2019.

4. The 2017 Restricted Stock Units vest in January 2020, subject to the reporting person's continued employment through the vesting date, and are settled in shares of AIG Common Stock. The award includes dividend equivalent rights payable in the form of additional Restricted Stock Units.

Remarks:

poadonnademaio.txt

	/s/ James J. Killerlane III, by POA for Donna DeMaio	04/25/2017
	** 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 Number.