UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Allied World Assurance Company Holdings, Ltd
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(Name of Issuer)
Common Shares, $.03 par value per share
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(Title of Class of Securities)
G0219G203
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(CUSIP Number)
December 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] 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, as amended ("Act"), 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).
Page 1 of 5 pages
CUSIP NO. G0219G203
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American International Group, Inc.
I.R.S. Identification No. 13-2592361
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated under the laws of the State of Delaware
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5. SOLE VOTING POWER
NUMBER OF 12,018,664
SHARES --------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 12,018,664
WITH --------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,018,664
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[X]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.8%
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12. TYPE OF REPORTING PERSON
CO
Page 2 of 5
ITEM 1 (a). NAME OF ISSUER:
Allied World Assurance Company Holdings, Ltd
ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
27 Richmond Road,
Pembroke HM 08
Bermuda
ITEM 2 (a). NAME OF PERSON(S) FILING:
American International Group, Inc.
ITEM 2 (b). ADDRESS OF PRINCIPAL BUSINESS OFFICE(S):
American International Group, Inc.
70 Pine Street
New York, New York 10270
ITEM 2 (c). CITIZENSHIP:
The information requested hereunder is set forth
under Item 4 of the cover page to this Schedule 13G.
ITEM 2 (d). TITLE OF CLASS OF SECURITIES:
Common Shares, $.03 par value per share
ITEM 2 (e). CUSIP NUMBER: G0219G203
Page 3 of 5
ITEM 3. TYPE OF PERSONS FILING.
Not applicable.
ITEM 4. OWNERSHIP.
(a) through (c). Certain information requested hereunder
is set forth under Items 5 through 9 and Item 11 of the
cover page to this Schedule 13G. Of the aggregate amount
of 12,018,664 common shares shown as beneficially owned
by the reporting person on the cover page to this
Schedule 13G, (i) 1,266,995 shares are voting common
shares, (ii) 10,426,338 shares are non-voting common
shares, and (iii) 325,331 shares are non-voting common
shares issuable upon exercise of a warrant held by the
reporting person. A total of 2,000,000 common shares are
issuable pursuant to the exercise of the warrant, but the
warrant is exercisable, in full or in part, only (1) in
connection with a contemporaneous sale by the reporting
person of common shares issuable upon such exercise or
(2) to avoid a reduction of the reporting person's equity
ownership percentage below 19.8%. Based upon the
percentage of currently outstanding common shares, the
number of common shares in respect of which the reporting
person may currently exercise the warrant, other than for
purposes of the contemporaneous sale of common shares, is
325,331 common shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY
THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Page 4 of 5
ITEM 10. CERTIFICATION.
Not applicable.
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.
Date: February 1, 2007
AMERICAN INTERNATIONAL GROUP, INC.
By /s/ Kathleen E. Shannon
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Name: Kathleen E. Shannon
Title: Senior Vice President and Secretary
Page 5 of 5