FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Consolino Joseph E
2. Issuer Name and Ticker or Trading Symbol

AMERICAN FINANCIAL GROUP INC [ AFG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Vice President
(Last)          (First)          (Middle)

301 E. FOURTH STREET, 40TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

2/23/2020
(Street)

CINCINNATI, OH 45202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/23/2020  F  3727 (1)D$110.80 206419 D  
Common Stock         2519.7945 (2)I ESPP 
Common Stock Holding         166.5264 (3)I ESPP DRIP 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents shares withheld by the Issuer to satisfy taxes payable in connection with the vesting of previously awarded shares of restricted stock.
(2) Shares allocated to the Reporting Person's account under the Issuer's Employee Stock Purchase Plan ("ESPP"). All ESPP information reporting herein is based on a plan statement dated as of 12/31/2019.
(3) Represents shares purchased by the Reporting Person through dividend reinvestment with the Issuer's Employee Stock Purchase Plan ("ESPP"). All ESPP DRIP information reporting herein is based on a plan statement dated as of 12/31/2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Consolino Joseph E
301 E. FOURTH STREET
40TH FLOOR
CINCINNATI, OH 45202
X
Executive Vice President

Signatures
Joseph E. (Jeff) Consolino2/25/2020
**Signature of Reporting PersonDate

American Financial (NYSE:AFG)
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American Financial (NYSE:AFG)
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