AMERICAN FINANCIAL GROUP INC — Director's Dealing 2015

Dec 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN FINANCIAL GROUP INC (AFG)
CIK: 0001042046
Period of Report: 2015-12-01

Reporting Person: BERDING JOHN B (Director, President of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-01	Common Stock	M	20000	$28.61	Acquired	81283.932	Direct
2015-12-01	Common Stock	S	20000	$74.667	Disposed	61283.932	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-01	Stock Option Exercise	$28.61	M	20000	Disposed	2017-09-28	Common (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	233	Indirect
Common Stock	3640.875	Indirect
Common Stock	1233.25	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.40 to $74.90, 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 this range.

F2: Shares allocated to the Reporting Person's account under the Issuer's Employee Stock Purchase Plan (the "ESPP"). All ESPP information reported herein is based on a plan statement dated as of 12/31/2014.

F3: Represents shares held in the Issuer's 401(k) Retirement and Savings Plan. The number of shares of Common Stock is based on a Plan Statement dated as of 12/31/2014.

F4: These Employee Stock Options become exercisable in five equal installments beginning on the first anniversary of the grant date.