SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
CLEARBRIDGE AMERICAN ENERGY
MLP FUND INC.
(Name of Issuer)
Series A Mandatory Redeemable Preferred Stock
Series B Mandatory Redeemable Preferred Stock
Series C Mandatory Redeemable Preferred Stock
Series D Mandatory Redeemable Preferred Stock
(Title of Class of Securities)
November 16, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|CUSIP Nos. 184691 2#9 184691 3#8|
Name of reporting person
American International Group, Inc.
Check the appropriate box if a member of a group
(a) ☐ (b) ☒
SEC use only
Citizenship or place of organization
Incorporated under the laws of the State of Delaware
Sole voting power
Shared voting power
Sole dispositive power
Shared dispositive power
Aggregate amount beneficially owned by each reporting person
Check box if the aggregate amount in Row (9) excludes certain shares
Percent of class represented by amount in Row (9)
Type of reporting person
ITEM 1 (a). NAME OF ISSUER:
ClearBridge American Energy MLP Fund Inc. (the Issuer)
ITEM 1 (b). ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
620 Eighth Avenue, 49th Floor
New York, NY 10018
ITEM 2 (a). NAME OF PERSON FILING:
This Schedule 13G is filed by American International Group, Inc. (AIG).
ITEM 2 (b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
175 Water Street
New York, NY 10038
ITEM 2 (c). CITIZENSHIP:
Incorporated under the laws of the State of Delaware.
ITEM 2 (d). TITLE OF CLASS OF SECURITIES:
Mandatory Redeemable Preferred Stock
ITEM 2 (e). CUSIP NUMBERS:
184691 2#9 (Series A Mandatory Redeemable Preferred Stock) (the Series A Preferred Stock).
184691 3#8 (Series B Mandatory Redeemable Preferred Stock) (the Series B Preferred Stock).
184691 4#7 (Series C Mandatory Redeemable Preferred Stock) (the Series C Preferred Stock).
184691 5#6 (Series D Mandatory Redeemable Preferred Stock) (the Series D Preferred Stock).
The Series A Preferred Stock, together with the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock, form a single class of the Issuers preferred equity securities and are collectively referred to in this Schedule 13G as the Mandatory Redeemable Preferred Stock.
|ITEM 3.|| |
IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b), OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
☒ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
ITEM 4. OWNERSHIP.
Amount beneficially owned: 0
Percent of class: 0.0%
Number of shares as to which the person has:
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition of: 0
Shared power to dispose or to direct the disposition of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
This Amendment No. 3 to the Schedule 13G is being filed because, as a result of the merger on November 16, 2018, the Reporting Persons no longer hold or beneficially own any Mandatory Redeemable Preferred Stock of the Issuer.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|ITEM 7.|| |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
See Exhibit 99.1.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 30, 2018
|AMERICAN INTERNATIONAL GROUP, INC.|
|By||/s/ Geoffrey N. Cornell|
|Name:||Geoffrey N. Cornell|
|Title:||Vice President and Deputy AIG Chief Investment Officer|