SEC Form 4 · accession 0001209191-15-011352
AMERICAN FINANCIAL GROUP INC · AFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl H Lindner III
Officer — Co-CEO & Co-President · Director
Period of report
Feb 6, 2015
Accepted (ET)
Feb 10, 2015 · 4:17 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001042046
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 6, 2015 | M | 75,000 | $36.57 | A | 4,175,253 | D | |
| Common StockF1,F2 | Feb 6, 2015 | S | 75,000 | $61.9388 | D | 4,100,253 | I | #1 |
| Common StockF3 | holding | — | — | — | 37,443 | I | #2 | |
| Common StockF4 | holding | — | — | — | 1,348,500 | I | #12 | |
| Common StockF5 | holding | — | — | — | 176,166 | I | #21 | |
| Common StockF6 | holding | — | — | — | 33,091 | I | #22 | |
| Common StockF7 | holding | — | — | — | 56,709 | I | #25 | |
| Common StockF8 | holding | — | — | — | 1,516,741 | I | #26 | |
| Common StockF9 | holding | — | — | — | 167,621 | I | #27 | |
| Common StockF10 | holding | — | — | — | 1,584 | I | #28 | |
| Common StockF11 | holding | — | — | — | 2,346,609 | I | #29 | |
| Common StockF12 | holding | — | — | — | 110,589 | I | #30 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option ExerciseF13 | $36.57 | Feb 6, 2015 | M | 75,000 | D | — | Feb 22, 2017 | Common | 75,000 | 0 | D |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.65 to $62.18, 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 the footnote (1).
- F10Indirect #28 MBL TTEE MBL Trust DTD 1/17/2008
- F11Indirect #29: Shares voting and dispositive power and holds a remainder interest in shares held directly or indirectly by a 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.
- F12Indirect #30: Martha S. Lindner TTEE Carl H. Lindner Dynasty Trust DTD 12/21/12
- F13These Employee Stock Options become exercisable in five equal installments beginning on the first anniversary of the grant date.
- F2Indirect #1: CHL III, TTEE (or his Successors) of the Carl H. Lindner III Family Trust DTD 8/29/02 as Amended.
- F3Indirect #2: Martha S. Lindner, (or her Successor) of the Martha S. Lindner Family Trust DTD 8/30/02 as amended.
- F4Indirect #12: Seraphim Partners LLC fka CHL Investments, LLC
- F5Indirect #21: Doug Marcian, TTEE MBL Trust Dtd 10/26/05.
- F6Indirect #22: Doug Marcian, TTEE GD Trust Dtd 10/26/05.
- F7Indirect #25: Lou Ann Flint TTEE MBL 2009 Consolidation Trust DTD 12/22/09.
- F8Indirect #26: CHL III 2010-1 Qualified Annuity Trust DTD 4/9/10.
- F9Indirect #27: Lou Ann Flint TTEE MBL 2009 Trust DTD 4/13/2009.