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^*

Mouri Naohiro

(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)
03/15/2018

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	279	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)
2015 Performance Share Units	⁽¹⁾	⁽¹⁾	Common Stock	285	⁽²⁾	D
2015 Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	277	⁽²⁾	D
2015 Supplemental Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	544	⁽²⁾	D
2016 Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	1,374	⁽²⁾	D
2017 Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	1,530	⁽²⁾	D
2018 Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	2,919	⁽²⁾	D
2018 Stock Option (Right to Buy)	01/01/2021	03/13/2028	Common Stock	14,632	$55.94	D

Explanation of Responses:

1. Represents the remaining 2015 Performance Share Units (including dividend equivalent rights in the form of 2015 Performance Share Units) earned as determined by AIG's Compensation and Management Resources Committee in January 2018 based on pre-established performance goals for the three-year performance period ended December 31, 2017. The remaining 2015 Performance Share Units (including dividend equivalent rights payable in the form of additional 2015 Performance Share Units) vest one-half in January of each of 2019 and 2020 and are settled in shares of AIG Common Stock.

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

3. The remaining 2015 Restricted Stock Units vest one-half in January of each of 2019 and 2020, subject to the reporting person's continued employment through the applicable 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.

4. The 2015 Supplemental Restricted Stock Units vest two-thirds in January 2019 and one-third in January 2020, subject to the reporting person's continued employment through the applicable 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.

5. The 2016 Restricted Stock Units vest one-third in January of each of 2019, 2020 and 2021, subject to the reporting person's continued employment through the applicable 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.

6. 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.

7. The 2018 Restricted Stock Units vest in January 2021, 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:

poanaohiromouri.txt

	/s/ James J. Killerlane III, by POA for Naohiro Mouri	03/22/2018
	** 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.
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