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: Goulart Steven J (EVP & Chief Investment Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-02	Common Stock	M	3631	—	Acquired	65568	Direct
2018-03-02	Common Stock	F	1231	$45.50	Disposed	64337	Direct
2018-03-02	Common Stock	M	6070	—	Acquired	70407	Direct
2018-03-02	Common Stock	F	2079	$45.50	Disposed	68328	Direct
2018-03-02	Common Stock	M	4447	—	Acquired	72775	Direct
2018-03-02	Common Stock	F	1524	$45.50	Disposed	71251	Direct
2018-03-02	Common Stock	A	10085	$45.50	Acquired	81336	Direct
2018-03-02	Common Stock	F	3793	$45.50	Disposed	77543	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-02	Restricted Stock Units	$	M	3631	Disposed		Common Stock (3631)	Direct
2018-03-02	Restricted Stock Units	$	M	6070	Disposed		Common Stock (6070)	Direct
2018-03-02	Restricted Stock Units	$	M	4447	Disposed		Common Stock (4447)	Direct
2018-03-02	Employee Stock Option (Right to Buy)	$45.50	A	29664	Disposed	2028-03-01	Common Stock (29664)	Direct
2018-03-02	Restricted Stock Units	$	A	9891	Disposed		Common Stock (9891)	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 388 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 Stock Units vest 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.

F7: Includes 648 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 installments on March 1, 2017, 2018 and 2019. The requisite certification that MetLife, Inc. met specified financial goals took place earlier.

F9: Includes 474 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 installments on March 2, 2019, 2020 and 2021.

F12: The Restricted Stock Units vest in three installments on March 1, 2019, 2020 and 2021.