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: O'DONNELL WILLIAM C (EVP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-02	Common Stock	M	671	—	Acquired	9615	Direct
2018-03-02	Common Stock	F	264	$45.50	Disposed	9351	Direct
2018-03-02	Common Stock	M	898	—	Acquired	10249	Direct
2018-03-02	Common Stock	F	352	$45.50	Disposed	9897	Direct
2018-03-02	Common Stock	M	658	—	Acquired	10555	Direct
2018-03-02	Common Stock	F	218	$45.50	Disposed	10337	Direct
2018-03-02	Common Stock	A	932	$45.50	Acquired	11269	Direct
2018-03-02	Common Stock	F	309	$45.50	Disposed	10960	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-02	Restricted Stock Units	$	M	671	Disposed		Common Stock (671)	Direct
2018-03-02	Restricted Stock Units	$	M	898	Disposed		Common Stock (898)	Direct
2018-03-02	Restricted Stock Units	$	M	658	Disposed		Common Stock (658)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1188.78	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Equivalent Units	$		Common Stock ()	275.9964	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 the 2015-2017 Performance Share Award following determination of the performance factor for such award.

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

F5: Between June 1, 2017 and February 28, 2018, the reporting person acquired 57.1817 shares in the MetLife, Inc. common stock fund of the Savings and Investment Plan. The information in this report is based on a plan statement dated as of February 28, 2018.

F6: The reported holding reflects interests in a MetLife, Inc. common stock fund allocated to and indirectly held by the reporting person under the Savings and Investment Plan for Employees of Metropolitan Life and Participating Affiliates, a "Qualified Plan" under Rule 16b-3(b)(4).

F7: Includes 71 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 vested in three installments on February 24, 2016, 2017 and 2018. This installment became payable following the certification on March 2, 2018 that MetLife, Inc. met specified financial goals.

F9: Includes 96 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, 2017, 2018 and 2019.

F11: Includes 70 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.

F12: The Restricted Stock Units vest in three installments on March 1, 2018, 2019 and 2020.

F13: Each Common Stock Equivalent Unit is the economic value of one share of MetLife, Inc. common stock. Common Stock Equivalent Units were acquired pursuant to the Metropolitan Life Auxiliary Savings and Investment Plan, an "Excess Benefit Plan" under Rule 16b-3(b)(2). When such Common Stock Equivalent Units are distributed, they are settled in cash.

F14: Between June 1, 2017 and February 2, 2018, the reporting person acquired 49.3950 Common Stock Equivalents under the Metropolitan Life Auxiliary Savings and Investment Plan. The information in this report is based on a plan statement dated as of February 2, 2018. There has been no activity since February 2, 2018.