Statement of Changes in Beneficial Ownership (4)
February 23 2023 - 4:19PM
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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Fato Luciana |
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) EVP, GC, Comms & Govt Affairs |
(Last)
(First)
(Middle)
C/O AMERICAN INTERNATIONAL GROUP, INC., 1271 AVE OF THE AMERICAS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/21/2023 |
(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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Common Stock | 2/21/2023 | | M | | 116264.0000 (1) | A | $0.0000 | 182930.0000 | D | |
Common Stock | 2/22/2023 | | M | | 16512.0000 (2) | A | $0.0000 | 199442.0000 | D | |
Common Stock | 2/22/2023 | | M | | 4540.0000 (3) | A | $0.0000 | 203982.0000 | D | |
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 |
2023 Restricted Stock Units | (4) | 2/21/2023 | | A | | 13379.0000 (5) | | (5) | (5) | Common Stock | 13379.0000 | $0.0000 | 13379.0000 | D | |
2023 Stock Options (Right to Buy) | $59.7200 | 2/21/2023 | | A | | 54780.0000 (6) | | (6) | 2/21/2033 | Common Stock | 54780.0000 | $0.0000 | 54780.0000 | D | |
2022 Restricted Stock Units | (4) | 2/22/2023 | | M | | | 4540.0000 (3) | (3) | (3) | Common Stock | 4540.0000 | $0.0000 | 9082.0000 | D | |
Recognition Restricted Stock Units | (4) | 2/22/2023 | | M | | | 16512.0000 (2) | (2) | (2) | Common Stock | 16512.0000 | $0.0000 | 33025.0000 | D | |
Explanation of Responses: |
(1) | The acquisition of shares of AIG Common Stock represents the vesting of performance share units previously awarded to the reporting person in 2020 ("2020 PSUs"). The 2020 PSUs were earned as determined by AIG's Compensation and Management Resources Committee on February 21, 2023 based on pre-established performance goals for the three-year performance period ended December 31, 2022. The earned 2020 PSUs vested on January 1, 2023, and are settled in shares of AIG Common Stock on a 1-to-1 basis. |
(2) | Represents the first tranche of Recognition Restricted Stock Units ("Recognition RSUs") granted on February 22, 2022 that vested on February 22, 2023. The remaining Recognition RSUs will vest in equal amounts on the second and third anniversaries of the grant date, subject to the reporting person's continued employment through each applicable vesting date, and are settled in shares of AIG common stock. |
(3) | Represents the first tranche of 2022 Restricted Stock Units ("2022 RSUs") granted on February 22, 2022 that vested on February 22, 2023. The remaining 2022 RSUs will vest in equal amounts on the second and third anniversaries of the grant date, subject to the reporting person's continued employment through each applicable vesting date, and are settled in shares of AIG common stock. |
(4) | The securities convert to AIG Common Stock on a 1-to-1 basis. |
(5) | Represents the grant of 2023 Restricted Stock Units ("2023 RSUs"). One third of the 2023 RSUs vests 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, and such 2023 RSUs are settled in shares of AIG Common Stock. |
(6) | Represents the grant of 2023 Stock Options. One third of the 2023 Stock Options vests 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 |
Fato Luciana C/O AMERICAN INTERNATIONAL GROUP, INC. 1271 AVE OF THE AMERICAS NEW YORK, NY 10020-1304 |
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| EVP, GC, Comms & Govt Affairs |
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Signatures
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/s/ Ariel R. David, attorney-in-fact | | 2/23/2023 |
**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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