METLIFE INC — Director's Dealing 2018

Mar 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: METLIFE INC (MET)
CIK: 0001099219
Period of Report: 2018-03-02

Reporting Person: Hele John C.R. (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-02	Common Stock	M	5445	—	Acquired	54812	Direct
2018-03-02	Common Stock	F	2070	$45.50	Disposed	52742	Direct
2018-03-02	Common Stock	M	7283	—	Acquired	60025	Direct
2018-03-02	Common Stock	F	2784	$45.50	Disposed	57241	Direct
2018-03-02	Common Stock	M	5336	—	Acquired	62577	Direct
2018-03-02	Common Stock	F	2040	$45.50	Disposed	60537	Direct
2018-03-02	Common Stock	A	15128	$45.50	Acquired	75665	Direct
2018-03-02	Common Stock	F	7465	$45.50	Disposed	68200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-02	Restricted Stock Units	$	M	5445	Disposed		Common Stock (5445)	Direct
2018-03-02	Restricted Stock Units	$	M	7283	Disposed		Common Stock (7283)	Direct
2018-03-02	Restricted Stock Units	$	M	5336	Disposed		Common Stock (5336)	Direct
2018-03-02	Employee Stock Option (Right to Buy)	$45.50	A	27687	Acquired	2028-03-01	Common Stock (27687)	Direct
2018-03-02	Restricted Stock Units	$	A	9231	Acquired		Common Stock (9231)	Direct

Footnotes

F1: Each Restricted Stock Unit is the contingent right to receive one share of MetLife, Inc. common stock.

F2: Shares withheld to satisfy the Reporting Person's tax withholding obligation due on the Restricted Share Unit payout.

F3: Shares acquired from the payout of 2015-2017 Performance Share Award pursuant to the MetLife, Inc. 2015 Stock and Incentive Compensation Plan.

F4: Shares withheld to satisfy the Reporting Person's tax withholding obligation due on the Performance Share payout.

F5: Includes 580 Restricted Stock Units previously added to the reporting person's award through an adjustment to maintain the intrinsic value of the Restricted Stock Units in light of the distribution by MetLife, Inc., to its shareholders of Brighthouse Financial, Inc. common stock. The reporting person did not receive shares of Brighthouse Financial, Inc. common stock on account of the Restricted Stock Units.

F6: The Restricted Units vested in three installments on February 24, 2016, 2017 and 2018. This installment became payable following the certification that MetLife, Inc. met specified financial goals.

F7: Includes 776 Restricted Stock Units previously added to the reporting person's award through an adjustment to maintain the intrinsic value of the Restricted Stock Units in light of the distribution by MetLife, Inc., to its shareholders of Brighthouse Financial, Inc. common stock. The reporting person did not receive shares of Brighthouse Financial, Inc. common stock on account of the Restricted Stock Units.

F8: The Restricted Stock Units vest in three equal installments on the first business day of March 2017, 2018 and 2019. The requisite certification that MetLife, Inc. met specified financial goals took place earlier.

F9: Includes 569 Restricted Stock Units previously added to the reporting person's award through an adjustment to maintain the intrinsic value of the Restricted Stock Units in light of the distribution by MetLife, Inc., to its shareholders of Brighthouse Financial, Inc. common stock. The reporting person did not receive shares of Brighthouse Financial, Inc. common stock on account of the Restricted Stock Units.

F10: The Restricted Stock Units vest in three installments on March 1, 2018, 2019 and 2020. The requisite certification that MetLife, Inc. met specified financial goals took place earlier.

F11: The options become exercisable in three equal installments on March 2, 2019, 2020 and 2021.

F12: The Restricted Stock Units vest in three installments on the first business day in March 2019, 2020 and 2021.