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Form 4/A METLIFE INC For: Feb 26 Filed by: Lee Esther

April 30, 2019 9:32 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 *
Lee Esther
(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 Marketing Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/28/2019		 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 F (1) 323 D $ 44.65 26,190 (2) 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
Explanation of Responses:
1. The Reporting Person earned 12,776 shares from 2016-2018 Performance Shares pursuant to the MetLife, Inc. 2015 Stock and Incentive Compensation Plan. She deferred those shares under the MetLife Leadership Deferred Compensation Plan, which allows eligible employees to defer receipt of such stock for a specific period of time. The Company withheld 323 shares to satisfy withholding for FICA and Medicare taxes. These withheld shares were inadvertently omitted from the original, timely February 28, 2019 report of the Reporting Person's deferred share acquisition.
2. As a result of the inadvertent omission described in footnote (1), the amount of securities beneficially owned by the Reporting Person was incorrectly stated on the report filed on February 28, 2019. The amount in Table I box 5 of this report is the amount of ownership immediately following the transaction reported on this form. By this note, this report also corrects the amount of securities beneficially owned following each of the reported transactions in box 5 of Table I of the Reporting Person's report filed on March 5, 2019 to 28,619; 27,690; 29,468; 28,788; 30,107; and 29,602, respectively.
Remarks:
The Reporting Person's Section 16 disclosure will round Deferred Shares and Deferred Share Equivalents to the nearest whole number.
/s/ Mark A. Schuman, authorized signer 04/30/2019
** 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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