SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EVANS JAMES E

(Last) (First) (Middle)
ONE EAST FOURTH STREET

(Street)
CINCINNATI OH 45202

(City) (State) (Zip)
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)
Sr. V. Pres. & Gen. Counsel
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 09/30/2008 M 15,000 A $13.2267 194,716 D
Common Stock 09/30/2008 M 10,000 A $13.1667 204,716 D
Common Stock 09/30/2008 S 21,200 D $28.4 183,516 D
Common Stock 09/30/2008 S 3,800 D $28 179,716 D
Common Stock 10/01/2008 M 32,717 A $13.1667 212,433 D
Common Stock 10/01/2008 S 100 D $29.54 212,333 D
Common Stock 10/01/2008 S 1,400 D $29.18 210,933 D
Common Stock 10/01/2008 S 2,000 D $29.14 208,933 D
Common Stock 10/01/2008 S 8,100 D $29.12 200,833 D
Common Stock 10/01/2008 S 300 D $29.11 200,533 D
Common Stock 10/01/2008 S 1,900 D $29.1 198,633 D
Common Stock 10/01/2008 S 2,000 D $29.09 196,633 D
Common Stock 10/01/2008 S 1,100 D $29.08 195,533 D
Common Stock 10/01/2008 S 400 D $29.07 195,133 D
Common Stock 10/01/2008 S 500 D $29.04 194,633 D
Common Stock 10/01/2008 S 900 D $29.03 193,733 D
Common Stock 10/01/2008 S 400 D $29.02 193,333 D
Common Stock 10/01/2008 S 1,800 D $29 191,533 D
Common Stock 10/01/2008 S 900 D $28.98 190,633 D
Common Stock 10/01/2008 S 200 D $28.96 190,433 D
Common Stock 10/01/2008 S 100 D $28.91 190,333 D
Common Stock 10/01/2008 S 3,000 D $28.9 187,333 D
Common Stock 10/01/2008 S 700 D $28.85 186,633 D
Common Stock 10/01/2008 S 600 D $28.86 186,033 D
Common Stock 10/01/2008 S 2,400 D $28.8 183,633 D
Common Stock 9,186.46 I ESPP (1)
Common Stock 37.2442 I DRIP (2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Employee Stock Option $13.2267 09/30/2008 M 15,000 (3) 02/21/2010 Common Stock 15,000 $0.00 0 D
Employee Stock Option $13.1667 09/30/2008 M 10,000 (3) 12/17/2010 Common Stock 10,000 $0.00 65,000 D
Employee Stock Option $13.1667 10/01/2008 M 32,717 (3) 12/17/2010 Common Stock 32,717 $0.00 32,283 D
Explanation of Responses:
1. Shares allocated to the Reporting Person's account under the Issuer's Employee Stock Purchase Plan (the "ESPP"). All ESPP information reporting herein is based on a plan statement dated as of December 31, 2007.
2. Issuer's Dividend Reinvestment Plan (the "DRIP"). All DRIP information reported herein is based on a plan statement dated as of December 31, 2007.
3. The Employee Stock Options ("Options") become exercisable as to 20% of the shares initially granted on the first anniversary of the date of grant, with an additional 20% becoming exercisable on each subsequent anniversary. The Options were granted under the Issuer's Stock Option Plan pursuant to Rule 16b-3.
Remarks:
James E. Evans, By: Karl J. Grafe, as Attorney-in-Fact 10/02/2008
** 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).
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