METLIFE INC — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: METLIFE INC (MET)
CIK: 0001099219
Period of Report: 2019-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-01	Common Stock	M	899	—	Acquired	13306	Direct
2019-03-01	Common Stock	F	299	$45.55	Disposed	13007	Direct
2019-03-01	Common Stock	M	658	—	Acquired	13665	Direct
2019-03-01	Common Stock	F	224	$45.55	Disposed	13441	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-01	Restricted Stock Units	$	M	899	Disposed		Common Stock (899)	Direct
2019-03-01	Restricted Stock Units	$	M	658	Disposed		Common Stock (658)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1292	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Equivalent Units	$		Common Stock ()	313	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 Stock Unit payout.

F3: The reported holding reflects interests in a MetLife, Inc. common stock fund allocated to and indirectly held by the reporting person under the MetLife 401(k) Plan, a "Qualified Plan" under Rule 16b-3(b)(4).

F4: 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.

F5: The Restricted Stock Units vest in three installments on the first business day in March on or following each of the first three anniversaries of the Grant Date.

F6: 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.

F7: 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 MetLife Auxiliary Match Plan, an "Excess Benefit Plan" under Rule 16b-3(b)(2). When such Common Stock Equivalent Units are distributed, they are settled in cash.