Myles Lambert Form 4 Brighthouse Financial / Myles Lambert 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^*

Lambert Myles

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP,Chief Dist. & Mktg.Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

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
Common Stock	03/01/2021		M		8,492(1)	A	(2)	28,518	D
Common Stock	03/01/2021		F		3,130	D	$41.26	25,388	D
Common Stock	03/01/2021		A		6,259(3)	A	$41.26	31,647	D
Common Stock	03/01/2021		F		2,263	D	$41.26	29,384	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
Restricted Stock Units	(2)	03/01/2021		M			1,605	(4)	(4)	Common Stock	1,605	$0.00	0	D
Restricted Stock Units	(2)	03/01/2021		M			3,143	(5)	(5)	Common Stock	3,143	$0.00	3,143	D
Restricted Stock Units	(2)	03/01/2021		M			3,744	(6)	(6)	Common Stock	3,744	$0.00	7,486	D
Restricted Stock Units	(2)	03/01/2021		A		9,755		(7)	(7)	Common Stock	9,755	$0.00	9,755	D

Explanation of Responses:

1. Payout of shares upon vesting of tranches of Restricted Stock Units ("RSUs") granted in March 2018, March 2019 and March 2020.

2. Each RSU represents the contingent right to receive one share of Brighthouse Financial, Inc. common stock.

3. Shares acquired from the payout of the 2018 Performance Share Unit award. The number of shares issued was based on the achievement of performance goals over the 2018-2020 performance period.

4. Represents vesting of the final tranche of the 2018 RSU award.

5. Represents vesting of the second of three tranches of the 2019 RSU award. The final tranche will vest on the first business day in March 2022.

6. Represents vesting of the first of three tranches of the 2020 RSU award. The remaining tranches will vest in substantially equal installments on the first business day in March 2022 and 2023.

7. RSUs awarded in 2021 vest in three substantially equal installments on the first business day in March 2022, 2023 and 2024.

Remarks:

	/s/ Jacob M. Jenkelowitz, Attorney-in-Fact, on behalf of Myles Lambert	03/03/2021
	** 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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