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)
301 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)
12/30/2011
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 11/30/2011 G V 2,097 D $0.00 2,728,554 I #1 (1)
Common Stock 12/30/2011 M 40,000 A $20.28 2,768,554 I #1 (1)
Common Stock 12/30/2011 S 40,000 D $37.1544 (2) 2,760,067 (3) I #1 (1)
Common Stock 36,601 I #2 (4)
Common Stock 1,418,500 I #12 (5)
Common Stock 176,166 I #21 (6)
Common Stock 113,091 I #22 (7)
Common Stock 146,659 I #25 (8)
Common Stock 1,748,824 (3) I #26 (9)
Common Stock 77,671 I #27 (10)
Common Stock 742 I #28 (11)
Common Stock 11/17/2011 G V 28,419 D $0.00 19,635 I #29 (12)
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
Explanation of Responses:
1. Indirect #1: CHL III, TTEE (or his Successors) of the Carl H. Lindner III Family Trust DTD 8/29/02 as Amended.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.10 to $37.23, inclusive. The reporting person undertakes to provide to American Financial Group, Inc., ("AFG"), any security holder of AFG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).
3. On Decemer 31, 2011, there was a GRAT distribution of 31,513 shares of AFG Common Stock from Indirect #26 to Indirect #1.
4. Indirect #2: Martha S. Lindner, (or her Successor) of the Martha S. Lindner Family Trust DTD 8/30/02 as amended.
5. Indirect #12: Seraphim Partners LLC fka CHL Investments, LLC
6. Indirect #21: Doug Marcian, TTEE MBL Trust Dtd 10/26/05.
7. Indirect #22: Doug Marcian, TTEE GD Trust Dtd 10/26/05.
8. Indirect #25: Lou Ann Flint TTEE MBL 2009 Consolidation Trust DTD 12/22/09.
9. Indirect #26: CHL III 2010-1 Qualified Annuity Trust DTD 4/9/10.
10. Indirect #27: Lou Ann Flint TTEE MBL 2009 Trust DTD 4/13/2009.
11. Indirect #28 MBL TTEE MBL Trust DTD 1/17/2008
12. 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.
Remarks:
Carl H. Lindner III By: Karl J. Grafe, as Attorney-in-Fact 01/03/2011
** 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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