WALSH NICHOLAS C 4

4 · AMERICAN INTERNATIONAL GROUP INC · Filed Dec 2, 2011

Form 4

Period: 2011-11-30

Executive Vice President

Transactions

Award
Restricted Stock Unit
2011-11-30+7,858.389→ 7,858.389 total
Exercise: $23.31→ Common Stock (7,858.389 underlying)
Exercise/Conversion
Restricted Stock Unit
2011-11-30−1,558.37→ 99,050.462 total
Exercise: $33.54→ Common Stock (1,558.37 underlying)
Exercise/Conversion
Long-Term Performance Units
2011-11-30−295.674→ 3,072.395 total
Exercise: $35.38→ Common Stock (295.674 underlying)

Footnotes (5)

[F1]Represents AIG's share price on the date of grant; these securities do not carry a conversion or exercise price.
[F2]Represents the payment in cash of an aggregate amount of $43,217.77, net of applicable taxes, in settlement of fully vested LTPUs (both the portion originally granted as common stock and the hybrid portion converted into common stock on April 14, 2011).
[F3]These securities do not have an exercisable date or expiration date.
[F4]These securities do not carry a conversion or exercise price.
[F5]This award represents fully vested RSUs; one third of the award will be payable in cash based on AIG's share price on the first anniversary of the deemed grant date, one third based on AIG's share price on the second anniversary of the deemed grant date, and one third based on AIG's share price on the third anniversary of the deemed grant date. This award reflects 8,088.4456 shares less the 230.0562 shares withheld for taxes.

Documents

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