4//SEC Filing
AMERICAN INTERNATIONAL GROUP INC 4
Accession 0001140361-10-012931
$AIGCIK 0000005272operating
Filed
Mar 18, 8:00 PM ET
Accepted
Mar 19, 4:03 PM ET
Size
10.5 KB
Accession
0001140361-10-012931
Insider Transaction Report
Form 4
STARR INTERNATIONAL CO INC
10% Owner
Transactions
- Other
Contract
2010-03-17+10,000,000→ 10,000,000 total→ Common Stock (10,000,000 underlying)
Holdings
- 13,979,470
Common Stock
Footnotes (4)
- [F1]On March 17, 2010, Starr International Company, Inc. ("Starr International") entered into a final agreement for the variable pre-paid forward sale (the "VPF Transaction") of up to 10,000,000 shares (the "Base Amount") of American International Group, Inc. common stock (the "Common Stock") pursuant to four stock purchase agreements, each with respect to 2,500,000 shares of Common Stock, by and between Starr International and UBS Securities LLC ("UBS") and four pledge agreements, each with respect to 2,500,000 shares of Common Stock, among Starr International, UBS and UBS AG, Stamford Branch, as collateral agent, each dated as of March 15, 2010 (collectively, the "VPF Contracts"). -- CONTINUES ONTO THE NEXT FOOTNOTE
- [F2]CONTINUED FROM PREVIOUS FOOTNOTE -- The final terms of the VPF Transaction, including the Base Amount of shares deliverable by Starr International upon settlement, were determined in unsolicited brokerage transactions by UBS (or its affiliate), over a specified execution period beginning on March 15, 2010, in accordance with the Securities and Exchange Commission?s interpretative letter to Goldman, Sachs & Co., dated December 20, 1999. Starr International will receive aggregate proceeds of $278,150,032.61 under the VPF Transaction.
- [F3]The VPF Transaction provides that on the third Business Day (as defined in the VPF Contracts) after each of the 34.5-month, 35.5-month, 36.5-month and 37.5-month anniversaries of March 17, 2010 (the "Settlement Dates"), Starr International will deliver a number of shares of Common Stock to UBS (or, at the election of Starr International, the cash equivalent of such shares) equal to the product of one-quarter of the Base Amount and a ratio (the "Settlement Ratio") determined as follows: (a) if the daily volume weighted average price per share of the Common Stock over the 5 Business Day period ending on, and including, the date three Business Days before the corresponding Settlement Date (the "Settlement Price") is less than or equal to $31.2216 (the "Floor Level"), the Settlement Ratio shall be 1; -- CONTINUES ONTO THE NEXT FOOTNOTE
- [F4]CONTINUED FROM PREVIOUS FOOTNOTE -- (b) if the Settlement Price is greater than the Floor Level but less than or equal to $46.8324 per share (the "Cap Level"), the Settlement Ratio shall be the Floor Level divided by the Settlement Price; and (c) if the Settlement Price is greater than the Cap Level, the Settlement Ratio shall be the quotient of (i) the sum of the Floor Level and the excess of the Settlement Price over the Cap Level, divided by (ii) the Settlement Price.
Documents
Issuer
AMERICAN INTERNATIONAL GROUP INC
CIK 0000005272
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000005272
Filing Metadata
- Form type
- 4
- Filed
- Mar 18, 8:00 PM ET
- Accepted
- Mar 19, 4:03 PM ET
- Size
- 10.5 KB