Edgar Filing: KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.

Date: May 8, 2014

AMERICAN INTERNATIONAL GROUP, INC.

/s/ Brian T. Schreiber

Brian T. Schreiber

Executive Vice President and Deputy

AIG Chief Investment Officer

Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

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. )*

KAYNE ANDERSON MIDSTREAM/ENERGY FUND, INC.

(Name of Issuer)

Series A Mandatory Redeemable Preferred Shares

Series B Mandatory Redeemable Preferred Shares

Series C Mandatory Redeemable Preferred Shares

(Title of Class of Securities)

48661E2*8

48661E3*7

48661E4*6

(CUSIP Numbers)

March 22, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s 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. 48661E28, 48661E37, 48661E4*6


1.	Name of reporting persons American International Group, Inc.
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization Incorporated under the laws of the State of Delaware
Number of shares beneficially owned by each reporting person with		5.	Sole voting power 0
		6.	Shared voting power 400,000
		7.	Sole dispositive power 0
		8.	Shared dispositive power 400,000
9.	Aggregate amount beneficially owned by each reporting person 400,000
10.	Check box if the aggregate amount in Row (9) excludes certain shares ¨
11.	Percent of class represented by amount in Row (9) 15.38% as of March 22, 2012
12.	Type of reporting person HC

ITEM 1 (a).

NAME OF ISSUER:

Kayne Anderson Midstream/Energy Fund, Inc. (the “Issuer”)

ITEM 1 (b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

717 Texas Avenue

Suite 3100

Houston, Texas 77002

ITEM 2 (a).

NAME OF PERSON(S) 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 Shares

ITEM 2 (e).

CUSIP NUMBERS:

48661E2*8 (Series A Mandatory Redeemable Preferred Shares) (the “Series A Preferred Shares”)

48661E3*7 (Series B Mandatory Redeemable Preferred Shares) (the “Series B Preferred Shares”)

48661E4*6 (Series C Mandatory Redeemable Preferred Shares) (the “Series C Preferred Shares”)

The Series A Preferred Shares, together with the Series B Preferred Shares and the Series C Preferred Shares, form a single class of the Issuer’s preferred equity securities and are collectively referred to in this Schedule 13G as the “Mandatory Redeemable Preferred Shares”.

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:

(a) [ ] Broker or dealer registered under Section 15 of the Act;

(b) [ ] Bank as defined in Section 3(a)(6) of the Act;

(d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940;

(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) [X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ] 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;

(j) [ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k) [ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

ITEM 4.

OWNERSHIP.

(a) Amount beneficially owned: 400,000

(b) Percent of class: 15.38% as of March 22, 2012

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 400,000

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 400,000

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 [ ].

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Certain of AIG’s subsidiaries have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the Mandatory Redeemable Preferred Shares. Each of AIG Asset Management (U.S), LLC and The Variable Annuity Life Insurance Company, each an indirect wholly owned subsidiary of AIG, beneficially owned 15.38% of the Mandatory Redeemable Preferred Shares upon purchase on March 22, 2012.

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.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

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.

SIGNATURE

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.