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National Interstate Corporation
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(Name of Issuer)
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Common Stock, No Par Value
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(Title of Class of Securities)
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63654U 100
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(CUSIP Number)
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Karl J. Grafe, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2540
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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December 31, 2011
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(Date of Event Which Requires Filing of this Statement)
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x
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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CUSIP NO. 63654U 100
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13G
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Page 2 of 5 Pages
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1
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NAME OF REPORTING PERSONS
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||
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S.S. OR I.R.S. IDENTIFICATION, NOS. OF ABOVE PERSONS
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|||
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American Financial Group, Inc. 31-1544320
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
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(b) o
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|||
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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Ohio Corporation
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5
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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SOLE VOTING POWER
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10,200,000
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6
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SHARED VOTING POWER
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- - -
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7
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SOLE DISPOSITIVE POWER SHARED VOTING POWER
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10,200,000
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8
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SHARED DISPOSITIVE POWER
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- - -
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,200,000
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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52.46%
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12
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TYPE OF REPORTING PERSON*
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||
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CO
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CUSIP NO. 63654U 100
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13G
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Page 3 of 5 Pages
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Item 1(a)
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Name of Issuer
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National Interstate Corporation
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||||
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Item 1(b)
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Address of Issuer's Principal Executive Offices.
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3250 Interstate Drive, Richfield, OH 44286
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Item 2(a)
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Names of Person Filing
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American Financial Group, Inc.
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Item 2(b)
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Address of Principal Business Office, or if None, Residence
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301 East Fourth Street, Cincinnati, Ohio 45202
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Item 2(c)
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Citizenship
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Ohio Corporation
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Item 2(d)
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Title of Class of Securities
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Common Stock, no par value
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Item 2(e)
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Cusip Number
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63654U 100
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||||
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Item 3
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If this statement is filed pursuant to Sections 240.13d-1(B) or 240.13d-2(b) or (c), check whether the person filing is a:
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|||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) | |||
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) | |||
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act 15 U.S.C. 78c) | |||
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) | |||
| (e) | o | An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(e) | |||
| (f) | o | An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F) | |||
| (g) | x | A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G) | |||
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance act (12 U.S.C. 1813) | |||
| (i) | o | 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) | |||
| (j) | o | Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) | |||
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CUSIP NO. 63654U 100
|
13G
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Page 4 of 5 Pages
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Item 4
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Ownership.
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||||
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(a)
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Amount Beneficially Owned:
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10,200,000
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(b)
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Percentage of Class:
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52.46%
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(c)
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Number of shares as to which such person has:
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||||
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(i) Sole power to vote or direct the vote:
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10,200,000
|
||||
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(ii) Shared power to vote or direct the vote:
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none
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(iii) Sole power to vote or direct the disposition of:
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10,200,000 | ||||
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(iv) Shared power to dispose or direct the disposition of:
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none |
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Item 5
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Ownership of Five Percent or Less of a 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 five percent of the class of securities, check the following | |||||
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person.
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||||
| N/A | |||||
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
||||
| N/A | |||||
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Item 8
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Identification and Classification of Member of the Group.
|
||||
| N/A | |||||
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Item 9
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Notice of Dissolution of Group.
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||||
| N/A | |||||
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Item 10
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Certification.
|
||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. | |||||
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CUSIP NO. 63654U 100
|
13G
|
Page 5 of 5 Pages
|
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AMERICAN FINANCIAL GROUP, INC.
|
|||
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Dated: January 31, 2012
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By:
|
/s/ Karl J. Grafe | |
| Karl J. Grafe, Vice President | |||