Sec Form 4 Filing - Rosenthal John @ Brighthouse Financial, Inc. - 2024-03-01

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Rosenthal John
2. Issuer Name and Ticker or Trading Symbol
Brighthouse Financial, Inc. [ BHF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Chief Investment Officer
(Last) (First) (Middle)
11225 N COMMUNITY HOUSE RD
3. Date of Earliest Transaction (MM/DD/YY)
03/01/2024
(Street)
CHARLOTTE, NC28277
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/01/2024 M 11,542 ( 1 ) A 122,994 D
Common Stock 03/01/2024 F 5,843 ( 3 ) D $ 46.16 117,151 D
Common Stock 03/01/2024 F 10,889 ( 4 ) D $ 46.16 106,262 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Restricted Stock Units ( 2 ) 03/01/2024 M 4,443 ( 5 ) ( 5 ) Common Stock 4,443 $ 0 0 D
Restricted Stock Units ( 2 ) 03/01/2024 M 3,814 ( 6 ) ( 6 ) Common Stock 3,814 $ 0 3,815 D
Restricted Stock Units ( 2 ) 03/01/2024 M 3,285 ( 7 ) ( 7 ) Common Stock 3,285 $ 0 6,569 D
Restricted Stock Units ( 2 ) 03/01/2024 A 12,456 ( 8 ) ( 8 ) Common Stock 12,456 $ 0 12,456 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rosenthal John
11225 N COMMUNITY HOUSE RD
CHARLOTTE, NC28277
EVP & Chief Investment Officer
Signatures
/s/ Jacob M. Jenkelowitz, Attorney-in-Fact, on behalf of John L. Rosenthal 03/05/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Payout of shares upon vesting of shares of tranches of Restricted Stock Units ("RSUs") granted in March 2021, March 2022 and March 2023.
( 2 )Each RSU represents the contingent right to receive one share of Brighthouse Financial, Inc. ("BHF") common stock.
( 3 )Shares withheld to cover tax obligations in connection with the vesting of RSUs.
( 4 )Shares withheld to cover tax obligations in connection with the payout under the 2021 Performance Share Unit award.
( 5 )Represents the vesting of the final tranche of the 2021 RSU award.
( 6 )Represents the vesting of the second of three tranches of the 2022 RSU award. The final tranche will vest on the first business day in March 2025.
( 7 )Represents the vesting of the first of three tranches of the 2023 RSU award. The remaining tranches will vest in substantially equal installments on the first business day in March 2025 and 2026.
( 8 )RSUs awarded in 2024 will vest in three substantially equal installments on the first business day in March 2025, 2026 and 2027.

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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