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Form 4 METLIFE INC For: Sep 13 Filed by: Herzog David L

September 17, 2019 4:47 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 *
Herzog David L

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/13/2019
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 09/13/2019 A (1) 38 A $ 48.37 9,322 D
Common Stock 87 I by David L. Herzog Trust
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. Represents imputed reinvestment of dividends on Deferred Shares in the Reporting Person's deferral account pursuant to the MetLife Deferred Compensation Plan for Non-Management Directors. Deferred Shares represent shares of MetLife, Inc. common stock that have become payable, but that remain unpaid because payment has been deferred.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Mark A. Schuman, authorized signer 09/17/2019
** 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.
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EXHIBIT 24
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

TO WHOM IT MAY CONCERN:

Pursuant to the authorization set forth in the instructions for the filing of Form 3, Form 4, and
Form 5, respectively (hereinafter referred to as the "Reports"), under the requirements of the
Securities Exchange Act of 1934, as amended, the undersigned hereby designates and
authorizes each of STEPHEN W. GAUSTER, JEANNETTE N. PINA and MARK A.
SCHUMAN to execute and file, or cause to be filed, such Reports, and any amendments
thereto, on behalf of the undersigned, with the Securities and Exchange Commission and any
other proper bodies at any time when the filing of said Reports is in order, containing such
information as STEPHEN W. GAUSTER, JEANNETTE N. PINA, and MARK A.
SCHUMAN may deem advisable.

The authority of STEPHEN W. GAUSTER, JEANNETTE N. PINA, and MARK A.
SCHUMAN under this authorization shall continue until the undersigned is no longer required to
file Reports with regard to the undersigned's ownership of or transactions in securities of MetLife,
Inc., unless earlier revoked by the undersigned in writing.

The undersigned acknowledges that STEPHEN W. GAUSTER, JEANNETTE N. PINA,
and MARK A. SCHUMAN are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.


Signature: /s/ David L. Herzog

Name: DAVID L. HERZOG

Date: Feb. 26, 2019

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