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*
LINDNER CARL H III
(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)
Co-CEO & Co-President
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/17/2009 		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 02/12/2009 A(1) 11,250 A $0.00 5,333,990 I #1(2)
Common Stock 02/12/2009 G V 10,472 D $0.00 5,323,518 I #1(2)
Common Stock 33,188 I #2(3)
Common Stock 24,999 I #4(4)(5)
Common Stock 0(6) I #6(7)
Common Stock 129,151 I #7(8)
Common Stock 191,202 I #8(9)
Common Stock 10,055 I #9(10)
Common Stock 20,402 I #11(11)
Common Stock 1,468,500 I #12(12)
Common Stock 2,376 I #14(13)
Common Stock 30,457 I #15(14)
Common Stock 35,230 I #19(15)
Common Stock 293,091 I #20(16)
Common Stock 293,091 I #21(17)
Common Stock 293,091 I #22(18)
Common Stock 22,051 I #23(19)
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 $19.1 02/12/2009 A 37,500 (20) 02/12/2019 Common 37,500 $0.00 37,500 D
Explanation of Responses:
1. Represents the grant of restricted stock that vests four years from the date of grant.
2. Indirect #1: CHL III, TTEE (or his Successors) of the Carl H. Lindner III Family Trust DTD 8/29/02 as Amended. (c3)
3. Indirect #2: Martha S. Lindner, (or her Successor) o the Martha S. Lindner Family Trust DTD 8/30/02 as amended. (c3)
4. Indirect #4: The Company's Retirement and Savings Plans. The number of shares of Common Stock which would be represented by the value of the Reporting Person's Company Securities Funds account in the Issuer's Retirement and Savings Plan is based on a statement dated as of 12/31/08.
5. This amendment is being filed to correct the Reporting Person's year-end balance in the Issuer's RASP.
6. On 2/12/2009, Indirect #6 transferred 10 shares to Indirect #19.
7. Indirect #6: CDL (c3)
8. Indirect #7: Keith E. Lindner TTEE, CDL Trust C/U Irrevocable Trust Agreement DTD 11/1/82. (c3)
9. Indirect #8: Keith E. Lindner TTEE, MLB Trust C/U Irrevocable Trust Agreement DTD 11/1/82. (c3)
10. Indirect #9: Keith E. Lindner TTEE, CDL Withdrawal Trust C/U Irrevocable Trust Agreement DTD 7/1/83. (c3)
11. Indirect #11: Keith E. Lindner TTEE, CDL Trust C/U Irrevocable Trust Agreement DTD 7/1/83. (c3)
12. Indirect #12: CHL Investments, LLC (c3)
13. Indirect #14: CHL III, custodian of a minor. (c3)
14. Indirect #15: KEL TTEE, MBL Trust C/U Irrevocable Trust Agreement DTD 7/1/83. (c3)
15. Indirect #19: CDL TTEE of the CDL TR Dtd 11/22/06. (c3)
16. Indirect #20: SCL TTEE CDL Trust DTD 10/26/05. (c3)
17. Indirect #21: SCL TTEE MBL Trust Dtd 10/26/05. (c3)
18. Indirect #22: SCL TTEE GD Trust Dtd 10/26/05. (c3)
19. Indirect #23: KEL TTEE CDL Withdrawal Trust C/U Irrevocable Trust Agreement DTD 11/1/82. (c3)
20. These 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:
Carl H. Lindner III By: Karl J. Grafe, as Attorney-in-Fact 03/05/2009
** 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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