METLIFE INC — Director's Dealing 2012

Dec 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: METLIFE INC (MET)
CIK: 0001099219
Period of Report: 2012-12-20

Reporting Person: WHEELER WILLIAM J (President of the Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-20	Common Stock	M	28500	$26.00	Acquired	240879	Direct
2012-12-20	Common Stock	S	28500	$33.2167	Disposed	212379	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-20	Employee Stock Option (Right to Buy)	$26.00	M	28500	Disposed	2013-02-17	Common Stock (28500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12450	Indirect
Common Stock	10	Indirect

Footnotes

F1: This sale transaction is associated with the shares acquired from the exercise of stock options.

F2: The transaction was executed in multiple trades at prices ranging from $33.06 to $33.37 per share. The price reported above reflects the weighted average sales price. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer or security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: These shares were previously reported as directly beneficially owned but were contributed to a Grantor Retained Annuity Trust ("GRAT").

F4: Shares held in trust under the MetLife Policyholder Trust established to hold shares of Common Stock allocated to eligible policyholders of Metropolitan Life Insurance Company, a wholly-owned subsidiary of MetLife, Inc.

F5: The option vested in three equal installments on February 18, 2004, 2005 and 2006.