John D. McCallion Form 3 METLIFE / John D. McCallion ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McCallion John D.

(Last) (First) (Middle)

200 PARK AVENUE

(Street)

NEW YORK NY 10166

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2018

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,677	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Common Stock	1,580	(2)	D
Restricted Stock Units	(3)	(3)	Common Stock	1,453	(2)	D
Restricted Stock Units	(4)	(4)	Common Stock	3,572	(2)	D
Employee Stock Options (Right to Buy)	(5)	02/23/2019	Common Stock	3,861	20.82	D
Employee Stock Options (Right to Buy)	(6)	02/22/2020	Common Stock	6,716	31.13	D
Employee Stock Options (Right to Buy)	(7)	02/22/2021	Common Stock	8,619	40.91	D
Employee Stock Options (Right to Buy)	(8)	02/27/2022	Common Stock	10,745	34.21	D
Employee Stock Options (Right to Buy)	(9)	02/27/2027	Common Stock	6,533	46.85	D
Employee Stock Options (Right to Buy)	(10)	03/01/2028	Common Stock	10,712	45.5	D

Explanation of Responses:

1. These Restricted Stock Units will vest on March 1, 2019.

2. Each Restricted Stock Unit is the contingent right to receive one share of MetLife, Inc. common stock.

3. These Restricted Stock Units will vest in two installments on March 1, 2019 and March 2, 2020.

4. These Restricted Stock Units will vest in three installments on March 4, 2019, March 2, 2020 and 2021.

5. These options became exercisable in three installments on February 24, 2010, 2011 and 2012. The reported number of underlying shares represent outstanding unexercised options.

6. These options became exercisable in three installments on February 23, 2011, 2012 and 2013. The reported number of underlying shares represent outstanding unexercised options.

7. These options became exercisable in three installments on February 23, 2012, 2013 and 2014. The reported number of underlying shares represent outstanding unexercised options.

8. These options became exercisable in three installments on February 28, 2013, 2014 and 2015.

9. These options became and will become exercisable in three installments on February 28, 2018, 2019 and 2020. The reported number of underlying shares represent outstanding unexercised options.

10. These options will become exercisable in three installments on March 2, 2019, 2020 and 2021. The reported number of underlying shares represent outstanding unexercised options.

Remarks:

	Mark A. Schuman, authorized signer	05/10/2018
	** 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 5 (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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