Edgar Filing: BERDING JOHN B

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â BERDING JOHN B

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2012

3. Issuer Name and Ticker or Trading Symbol
AMERICAN FINANCIAL GROUP INC [AFG]

(Last)

(First)

(Middle)

301 EAST FOURTH STREET,Â 27TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CINCINNATI,Â OHÂ 45202

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	117,598 ⁽¹⁾	D	Â
Common Stock	23,746	I	ESPP ⁽²⁾
Common Stock	1,144.484	I	401(k) ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option Grant	Â ⁽⁴⁾	02/24/2015	Common Stock	52,500	$ 20.28	D	Â
Stock Option Grant	Â ⁽⁴⁾	02/22/2016	Common Stock	52,500	$ 26.89	D	Â
Stock Option Grant	Â ⁽⁴⁾	02/22/2017	Common Stock	43,750	$ 36.57	D	Â
Stock Option Grant	Â ⁽⁴⁾	09/05/2017	Common Stock	20,000	$ 28.61	D	Â
Stock Option Grant	Â ⁽⁴⁾	02/21/2018	Common Stock	50,000	$ 27.2	D	Â
Stock Option Grant	Â ⁽⁴⁾	02/12/2019	Common Stock	25,000	$ 19.1	D	Â
Stock Option Grant	Â ⁽⁴⁾	02/11/2020	Common Stock	25,000	$ 24.83	D	Â
Stock Option Grant	Â ⁽⁴⁾	02/16/2021	Common Stock	27,500	$ 34.34	D	Â
Stock Option Grant	Â ⁽⁴⁾	02/23/2022	Common Stock	30,000	$ 38.11	D	Â
Phantom Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	982.422	$ 38.92	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BERDING JOHN B 301 EAST FOURTH STREET 27TH FLOOR CINCINNATI,Â OHÂ 45202	Â X	Â	Â	Â

Signatures

John B. Berding By: Karl J. Grafe, as Attorney-in-Fact		05/23/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Includes 115,348 shares of restricted stock granted pursuant to Issuer's stock incentive plan.
(2)	Shares owned by the Reporting Person in the Issuer's Employee Stock Purchase Plan (the "ESPP"). The ESPP information reported herein is based on a plan statement dated as of April 30, 2012.
(3)	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 April 30, 2012.
(4)	These Employee Stock Options were granted under the Issuer's Stock Option Plan and 2005 Stock Incentive Plan and become exercisable in five equal installments beginning on the first anniversary of the grant date.
(5)	Represents amounts held by the Reporting Person in a retirement plan of the Issuer at April 30, 2012. Each share is the economic equivalent of one share of Common Stock. The Reporting Person's account balance is distributed in cash following termination of employment.

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