- Statement of Changes in Beneficial Ownership (4)
25 2월 2012 - 6:11AM
Edgar (US Regulatory)
FORM 4
[ ]
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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LINDNER CARL H III
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2. Issuer Name
and
Ticker or Trading Symbol
AMERICAN FINANCIAL GROUP INC
[
AFG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Co-CEO & Co-President
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(Last)
(First)
(Middle)
301 EAST FOURTH STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/23/2012
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(Street)
CINCINNATI, OH 45202
(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
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2/23/2012
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A
(1)
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17000
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A
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$
0
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2656699
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I
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#1
(2)
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Common Stock
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36601
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I
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#2
(3)
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Common Stock
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1388500
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I
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#12
(4)
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Common Stock
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176166
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I
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#21
(5)
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Common Stock
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113091
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I
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#22
(6)
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Common Stock
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146659
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I
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#25
(7)
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Common Stock
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1748824
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I
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#26
(8)
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Common Stock
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77671
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I
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#27
(9)
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Common Stock
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742
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I
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#28
(10)
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Common Stock
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19635
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I
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#29
(11)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option Grant
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$38.11
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2/23/2012
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A
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50000
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(12)
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2/23/2022
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Common
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50000
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$
0
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50000
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D
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Explanation of Responses:
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(
1)
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Represents the grant of restricted stock from the Issuer that vests four years from the date of grant.
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(
2)
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Indirect #1: CHL III, TTEE (or his Successors) of the Carl H. Lindner III Family Trust DTD 8/29/02 as Amended.
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(
3)
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Indirect #2: Martha S. Lindner, (or her Successor) of the Martha S. Lindner Family Trust DTD 8/30/02 as amended.
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(
4)
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Indirect #12: Seraphim Partners LLC fka CHL Investments, LLC
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(
5)
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Indirect #21: Doug Marcian, TTEE MBL Trust Dtd 10/26/05.
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(
6)
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Indirect #22: Doug Marcian, TTEE GD Trust Dtd 10/26/05.
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(
7)
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Indirect #25: Lou Ann Flint TTEE MBL 2009 Consolidation Trust DTD 12/22/09.
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(
8)
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Indirect #26: CHL III 2010-1 Qualified Annuity Trust DTD 4/9/10.
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(
9)
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Indirect #27: Lou Ann Flint TTEE MBL 2009 Trust DTD 4/13/2009.
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(
10)
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Indirect #28 MBL TTEE MBL Trust DTD 1/17/2008
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(
11)
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Indirect #29: Shares voting and dispositive power and holds a remainder interest in shares held by charitable lead annuity trust. The reporting person disclaims beneficial interest of the shares held by the trust except to the extent of his pecuniary interest in such shares.
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(
12)
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These Employee Stock Options become exercisable in five equal installments beginning on the first anniversary of the grant date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LINDNER CARL H III
301 EAST FOURTH STREET
CINCINNATI, OH 45202
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X
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Co-CEO & Co-President
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Signatures
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Carl H. Lindner III
By: Karl J. Grafe, as Attorney-in-Fact
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2/23/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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