SEC FORM 4

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^*

AMERICAN INTERNATIONAL GROUP INC

(Last)

(First)

(Middle)

180 MAIDEN LANE

(Street)

NEW YORK

10038

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC. [ KMF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See General Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
4.00% Series C Senior Unsecured Notes due March 22, 2022	03/22/2012		P		10,000,000	A	$10,000,000	$29,000,000	I	Held through subsidiaries⁽¹⁾
Series B Mandatory Redeemable Preferred Shares	03/22/2012		P		400,000	A	$25	400,000	I	Held through subsidiary⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Variable Annuity Life Insurance Company, an indirectly wholly owned subsidiary of American International Group, Inc. ("AIG"), directly holds $6,000,000 principal amount of the Series C Senior Unsecured Notes and Chartis Specialty Insurance Company, an indirectly wholly owned subsidiary of AIG, directly holds $4,000,000 principal amount of the Series C Senior Unsecured Notes. As previously reported, First SunAmerica Life Insurance Company, an indirectly wholly owned subsidiary of AIG, directly holds $10,000,000 principal amount of the 3.93% Series A Senior Unsecured Notes due March 3, 2016 of the Issuer and SunAmerica Annuity and Life Assurance Company, an indirectly wholly owned subsidiary of AIG, directly holds $9,000,000 principal amount of the 4.62% Series B Senior Unsecured Notes due March 3, 2018 of the Issuer. AIG is an indirect beneficial owner of such senior debt securities.

2. The Series B Mandatory Redeemable Preferred Shares are held directly by The Variable Annuity Life Insurance Company, an indirectly wholly owned subsidiary of AIG. AIG is an indirect beneficial owner of the Series B Mandatory Redeemable Preferred Shares.

Remarks:

Filed pursuant to Section 30(h) of the Investment Company Act of 1940. The referenced securities are senior debt securities and preferred equity securities which the Reporting Person is informed, represent, in the aggregate, in excess of 10% of the senior debt securities and preferred equity securities of the Issuer, respectively.

	/s/ Monika Machon, Senior Vice President - Investments	03/30/2012
	** 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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