Statement of Changes in Beneficial Ownership (4)
March 17 2023 - 5:11PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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Hogan Kevin T. |
2. Issuer Name and Ticker or Trading Symbol
AMERICAN INTERNATIONAL GROUP, INC.
[
AIG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO, Corebridge Financial, Inc |
(Last)
(First)
(Middle)
C/O AMERICAN INTERNATIONAL GROUP, INC., 1271 AVE OF THE AMERICAS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2022 |
(Street)
NEW YORK, NY 10020-1304
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
2020 Restricted Stock Units | (1) | 9/14/2022 | | D | | | 27983.0000 (2) | (3) | (3) | Common Stock | 27983.0000 | (2) | 0.0000 | D | |
2021 Restricted Stock Units | (1) | 9/14/2022 | | D | | | 23640.0000 (2) | (4) | (4) | Common Stock | 23640.0000 | (2) | 0.0000 | D | |
2022 Restricted Stock Units | (1) | 9/14/2022 | | D | | | 33025.0000 (2) | (5) | (5) | Common Stock | 33025.0000 | (2) | 0.0000 | D | |
Recognition Restricted Stock Units | (1) | 9/14/2022 | | D | | | 16512.0000 (2) | (6) | (6) | Common Stock | 16512.0000 | (2) | 0.0000 | D | |
Explanation of Responses: |
(1) | The restricted stock units (RSUs) convert to American International Group, Inc. (AIG) Common Stock on a 1-to-1 basis. |
(2) | Represents the conversion of AIG RSUs held by the reporting person as of September 14, 2022, to RSUs of Corebridge Financial, Inc. (Corebridge) in accordance with the terms of the Employee Matters Agreement by and between AIG and Corebridge, dated September 14, 2022, and in connection with the completion of the initial public offering of Corebridge. |
(3) | These 2020 RSUs, which include dividend equivalent rights payable in the form of additional RSUs, were granted to the reporting person on March 11, 2020 and vest on January 1, 2023, subject to the reporting person's continued employment through the vesting date. |
(4) | These 2021 RSUs were granted to the reporting person on February 22, 2021 and vest on January 1, 2024, subject to the reporting person's continued employment through the vesting date. |
(5) | These 2022 RSUs were granted on February 22, 2022 and vest in equal tranches on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued employment through each applicable vesting date. |
(6) | These recognition RSUs were granted on February 22, 2022 and vest in equal tranches on each of the first, second and third anniversaries of the grant date, subject to the reporting person's continued employment through each applicable vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hogan Kevin T. C/O AMERICAN INTERNATIONAL GROUP, INC. 1271 AVE OF THE AMERICAS NEW YORK, NY 10020-1304 |
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| CEO, Corebridge Financial, Inc |
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Signatures
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/s/ Ariel R. David, attorney-in-fact | | 3/17/2023 |
**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 control number. |
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