Hubbard Robert Glenn Form 4 METLIFE / ROBERT GLENN HUBBARD ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HUBBARD ROBERT GLENN

(Last) (First) (Middle)

METLIFE, INC., 200 PARK AVENUE

(Street)

NEW YORK NY 10166

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
METLIFE INC [ MET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								54,361	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Share Equivalents	(1)	05/01/2019		A(2)		283		(1)	(1)	Common Stock	283	$45.71	22,559	D

Explanation of Responses:

1. The Reporting Person previously chose to defer his cash fees under the MetLife Deferred Compensation Plan for Non-Management Directors. The Reporting Person chose simulated investment in MetLife, Inc. common stock for a portion of those deferred cash fees. As a result, the Reporting Person acquired the Deferred Share Equivalents reported here. Each Deferred Share Equivalent (formerly referred to as Common Stock Equivalent Units) is the economic value of one share of MetLife, Inc. common stock. Deferred Share Equivalents are settled in cash. Directors may transfer deferred cash retainer fees out of the fund that tracks MetLife, Inc. common stock and into other simulated investments.

2. The Reporting Person, a non-management director of MetLife, Inc., became Chairman of the Board of Directors on May 1, 2019. He previously served as Lead Director. Under MetLife, Inc.'s non-management director compensation arrangements, the Reporting Person's Board Chair cash fees for May 1 through June 17, 2019 became due on May 1. The Company reduced the amount due by the amount it previously paid the Reporting Person as Lead Director cash retainer fees for the same period.

Remarks:

	/s/ Mark A. Schuman, authorized person	05/01/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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