FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
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
                      

1. Name and Address of Reporting Person *

Khalaf Michel
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
__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)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 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)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Khalaf Michel
METLIFE, INC.
200 PARK AVENUE
NEW YORK, NY 10166
X
President & CEO

Signatures
/s/ Stephen W. Gauster, Authorized Signer12/14/2022
**Signature of Reporting PersonDate


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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