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Form 4 METLIFE INC For: Feb 26 Filed by: O'DONNELL WILLIAM C

February 28, 2019 6:55 PM
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 *
O'DONNELL WILLIAM C
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2019
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 02/26/2019 A (1) 2,364 A $ 44.65 13,324 D
Common Stock 02/26/2019 F (2) 917 D $ 44.65 12,407 D
Common Stock 1,292 (3) I By MetLife 401(k) Plan (4)
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
Employee Stock Option (Right to Buy) $ 44.65 02/26/2019 A 10,081 (5) 02/25/2029 Common Stock 10,081 $ 0 10,081 D
Restricted Stock Units (6) 02/26/2019 A 3,360 (7) (7) Common Stock 3,360 $ 0 3,360 D
Common Stock Equivalent Units (8) (8) (8) Common Stock (8) 313 (9) D
Explanation of Responses:
1. Shares acquired from the payout of the 2016-2018 Performance Share Award following determination of the performance factor for such award.
2. Shares withheld to satisfy the Reporting Person's tax withholding obligation due on the Performance Share payout.
3. Between March 1, 2018 and February 27, 2019, the reporting person acquired 103 shares in the MetLife, Inc. common stock fund of the MetLife 401(k) Plan. The information in this report is based on plan information as of February 27, 2019.
4. 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).
5. The options become exercisable in three installments on February 26, 2020, 2021 and 2022.
6. Each Restricted Stock Unit is the contingent right to receive one share of MetLife, Inc. common stock.
7. The Restricted Stock Units vest in three installments on March 2, 2020, March 1, 2021 and March 1, 2022.
8. 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.
9. Between February 3, 2018 and February 27, 2019, the reporting person acquired 37 Common Stock Equivalents under the MetLife Auxiliary Match Plan. The information in this report is based on plan information as of February 27, 2019.
Remarks:
The Reporting Person's Section 16 disclosure will round shares owned in the MetLife 401(k) Plan and Deferred Share Equivalents to the nearest whole number.
Mark A. Schuman, authorized signer 02/28/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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