Filing Details

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This Amendment No. 10 amends and restates the Schedule 13D originally filed on May 11, 2004, as amended through Amendment No. 9 filed on April 25, 2019 (“Amendment No. 9”).

This Schedule 13D is filed on behalf of S. Craig Lindner (the “Reporting Person”) with respect to the relative to the no par value Common Stock (the “Common Stock") of American Financial Group, Inc. (“AFG”).

Amendment No. 9 reported beneficial ownership of the Reporting Person of 4.53% of Common Stock.  This Amendment reports beneficial ownership of more than 5% the Common Stock.

The principal executive offices of American Financial are located at 301 East Fourth Street, Cincinnati, Ohio 45202.

(a) S. Craig Lindner

(b) 301 East Fourth Street, Cincinnati, Ohio 45202

(c) Individual Investor

(d) None

(e) None

(f) United States Citizen

Not applicable.

The Reporting Person is the Co-Chief Executive Officer and Co-President of AFG and also serves on the Board of Directors.  In these capacities, Mr. Lindner has responsibility for AFG’s management and strategic direction.  Additionally, in his capacity as a shareholder of the Company, Mr. Lindner reviews his investment in the Company on a continuous basis. Mr. Lindner may from time to time acquire additional shares of Common Stock of the Company or dispose of a portion of the shares of Common Stock that he beneficially owns.  Any transactions that Mr. Lindner may pursue may be made at any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, other investment and business opportunities available to Mr. Lindner, tax and estate planning considerations and other factors.

Other than as described above in this Item 4, Mr. Lindner has no present plan or proposal relating to or that would result in any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D.

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As of March 27, 2020, the Reporting Person beneficially owned 4,919,427 shares (or approximately 5.5% of the outstanding shares) of Common Stock, which amount includes 3,095,292 shares held in a trust for which he holds voting and dispositive power; 36,166 shares held through the Company’s 401(k) retirement plan; 113,229 shares held by a trust over which his spouse has voting and dispositive power; 355,585 shares held by a charitable foundation over which he shares voting and dispositive power;  219,155 shares held in a charitable foundation over which he shares voting and dispositive power with his spouse; 1,000,000 shares held in a trust over which he holds voting power; and 100,000 shares issuable upon exercise of employee stock options within 60 days of the date of filing.

(1)	Represents shares withheld by AFG to satisfy taxes payable in connection with the vesting of previously-awarded shares of restricted stock.

(2)	Represents a grant of restricted stock pursuant to AFG’s stock incentive plan.  All shares cliff-vest four years after date of grant.

(3)	On March 26, 2020, the Reporting Person obtained voting power over 1,000,000 shares of Common Stock held in a trust.

Other than the Power of Attorney filed as part of Item 7, the Reporting Person has no contracts, arrangements, understandings or relationships with respect to the Common Stock.