Statement of Changes in Beneficial Ownership (4)
December 14 2022 - 04:17PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Khalaf Michel |
2. Issuer Name and Ticker or Trading Symbol
METLIFE INC
[
MET
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
METLIFE, INC., 200 PARK AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/12/2022 |
(Street)
NEW YORK, NY 10166
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/12/2022 | | M | | 35616 | A | $31.15 | 282497 | D | |
Common Stock | 12/12/2022 | | M | | 39322 | A | $34.33 | 321819 | D | |
Common Stock | 12/12/2022 | | S | | 57201 (1) | D | $72.4924 (2) | 264618 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $31.15 | 12/12/2022 | | M | | | 35616 (3) | (4) | 2/25/2023 | Common Stock | 35616.0 | $0 | 0 | D | |
Employee Stock Option (Right to Buy) | $34.33 | 12/12/2022 | | M | | | 39322 (5) | (6) | 2/22/2026 | Common Stock | 39322.0 | $0 | 0 | D | |
Explanation of Responses: |
(1) | The reporting person sold only the number of shares of MetLife, Inc.'s common stock necessary to pay the exercise price of the options exercised on December 12, 2022 and related tax obligations and fees. |
(2) | The price reported is the weighted average price of the aggregate number of shares sold in multiple open market transactions. The shares were sold at prices between $72.38 to $72.865, inclusive. The reporting person undertakes to provide to the staff of the SEC, MetLife, Inc., or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price. |
(3) | Includes 3,798 stock options previously added to the reporting person's award through an adjustment to maintain the intrinsic value of the stock options in light of the distribution by MetLife, Inc. to its shareholders of Brighthouse Financial, Inc. common stock. The reporting person did not receive shares of Brighthouse Financial, Inc. common stock on account of the stock options. |
(4) | The options become exercisable in three substantially equal installments on February 26, 2014, 2015 and 2016. |
(5) | Includes 4,193 stock options previously added to the reporting person's award through an adjustment to maintain the intrinsic value of the stock options in light of the distribution by MetLife, Inc. to its shareholders of Brighthouse Financial, Inc. common stock. The reporting person did not receive shares of Brighthouse Financial, Inc. common stock on account of the stock options. |
(6) | The options become exercisable in three substantially equal installments on February 23, 2016, 2017 and 2018. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Khalaf Michel METLIFE, INC. 200 PARK AVENUE NEW YORK, NY 10166 | X |
| President & CEO |
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Signatures
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/s/ Stephen W. Gauster, Authorized Signer | | 12/14/2022 |
**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 control number. |
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