Brighthouse Financial (BHF) Form 4 Brighthouse Financial / Irene Chang Britt 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^*

Britt Irene Chang

(Last) (First) (Middle)

11225 NORTH COMMUNITY HOUSE ROAD

(Street)

CHARLOTTE NC 28277

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Brighthouse Financial, Inc. [ BHF ]

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)
06/10/2021

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

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
Restricted Stock Units	(1)	06/10/2021		M			3,454(2)	(3)	(3)	Common Stock	3,454	$0.00	0	D
Deferred Restricted Stock Units	(4)	06/10/2021		M		3,454(2)		(3)	(3)	Common Stock	3,454	$0.00	3,454	D
Restricted Stock Units	(1)	06/10/2021		A		3,615(2)		(5)	(5)	Common Stock	3,615	$0.00	3,615	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of Brighthouse Financial, Inc. ("BHF") common stock.

2. Award for service as a Board member pursuant to the Brighthouse Financial, Inc. 2017 Non-Management Director Stock Compensation Plan.

3. The RSUs vested on the date of the 2021 annual meeting of stockholders of BHF. The Reporting Person has elected to defer these shares pursuant to the Brighthouse Services, LLC Deferred Compensation Plan for Non-Management Directors (the "Deferred Compensation Plan"). The shares will be paid out (i) in accordance with the Reporting Person's deferral election; or, if earlier, (ii) upon termination of the Reporting Person's service as a Director.

4. Each deferred RSU represents the deferred right to receive one share of BHF common stock, or a cash payment equal to the value of one share of BHF common stock.

5. The RSUs will vest on the earlier of the first anniversary of the grant date or the date of the 2022 annual meeting of stockholders of BHF. Vested shares will be deferred in accordance with the Reporting Person's deferral election pursuant to the Deferred Compensation Plan.

Remarks:

	/s/ Jacob M. Jenkelowitz, Attorney-in-Fact, on behalf of Irene Chang Britt	06/11/2021
	** 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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