AMERICAN FINANCIAL GROUP INC — Director's Dealing 2016

Aug 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN FINANCIAL GROUP INC (AFG)
CIK: 0001042046
Period of Report: 2016-08-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-11	Common Stock	M	16000	$27.20	Acquired	91296.661	Direct
2016-08-11	Common Stock	S	16000	$73.69	Disposed	75296.661	Direct
2016-08-12	Common Stock	M	4324	$27.20	Acquired	79620.661	Direct
2016-08-12	Common Stock	S	4324	$73.7789	Disposed	75296.661	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-11	Stock Option Exercise	$27.20	M	16000	Disposed	2018-02-21	Common (16000)	Direct
2016-08-12	Stock Option Exercise	$27.20	M	4324	Disposed	2018-02-21	Common (4324)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	233	Indirect
Common Stock	4159	Indirect
Common Stock	1264.097	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 $73.64 to $73.72, 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 ranges set forth in this footnote (1) and footnote (2).

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.77 to $73.79, inclusive.

F3: 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 12/31/2015.

F4: 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 12/31/2015.

F5: These Employee Stock Options become exercisable in five equal installments beginning on the first anniversary of the grant date.