Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
LINDNER CARL H III
   2. Issuer Name and Ticker or Trading Symbol
AMERICAN FINANCIAL GROUP INC [AFG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-CEO & Co-President
(Last)
(First)
(Middle)
301 EAST FOURTH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/23/2015
(Street)

CINCINNATI, OH 45202		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/23/2015   A(1)   11,880 A $ 0 4,112,133 I #1 (2)
Common Stock               37,443 I #2 (3)
Common Stock               1,348,500 I #12 (4)
Common Stock               176,166 I #21 (5)
Common Stock               33,091 I #22 (6)
Common Stock               56,709 I #25 (7)
Common Stock               1,516,741 I #26 (8)
Common Stock               167,621 I #27 (9)
Common Stock               1,584 I #28 (10)
Common Stock               2,346,609 I #29 (11)
Common Stock               110,589 I #30 (12)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option Grant $ 63.15 02/23/2015   A     50,000   (13) 02/23/2025 Common 50,000 $ 0 50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LINDNER CARL H III
301 EAST FOURTH STREET
CINCINNATI, OH 45202		   X     Co-CEO & Co-President  

Signatures

 Carl H. Lindner III By: Karl J. Grafe, as Attorney-in-Fact   02/25/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Represents the grant of restricted stock from the Issuer that vests four years from the date of grant.
(2) Indirect #1: CHL III, TTEE (or his Successors) of the Carl H. Lindner III Family Trust DTD 8/29/02 as Amended.
(3) Indirect #2: Martha S. Lindner, (or her Successor) of the Martha S. Lindner Family Trust DTD 8/30/02 as amended.
(4) Indirect #12: Seraphim Partners LLC fka CHL Investments, LLC
(5) Indirect #21: Doug Marcian, TTEE MBL Trust Dtd 10/26/05.
(6) Indirect #22: Doug Marcian, TTEE GD Trust Dtd 10/26/05.
(7) Indirect #25: Lou Ann Flint TTEE MBL 2009 Consolidation Trust DTD 12/22/09.
(8) Indirect #26: CHL III 2010-1 Qualified Annuity Trust DTD 4/9/10.
(9) Indirect #27: Lou Ann Flint TTEE MBL 2009 Trust DTD 4/13/2009.
(10) Indirect #28 MBL TTEE MBL Trust DTD 1/17/2008
(11) Indirect #29: Shares voting and dispositive power and holds a remainder interest in shares held directly or indirectly by a charitable lead annuity trust. The reporting person disclaims beneficial interest of the shares held by the trust except to the extent of his pecuniary interest in such shares.
(12) Indirect #30: Martha S. Lindner TTEE Carl H. Lindner Dynasty Trust DTD 12/21/12
(13) These Employee Stock Options become exercisable in five equal installments beginning on the first anniversary of the grant date.

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