Sec Form 4 Filing - KANDARIAN STEVEN A @ METLIFE INC - 2018-03-02

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 KANDARIAN STEVEN A 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) Chairman, President & CEO (Last) (First) (Middle) 200 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2018 (Street) NEW YORK, NY10166 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)

F( 4 ) 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 03/02/2018 M 18,151 A 360,560.9527 D Common Stock 03/02/2018 F( 2 ) 6,217 D $ 45.5 354,343.9527 D Common Stock 03/02/2018 M 25,493 A 379,836.9527 D Common Stock 03/02/2018 F( 2 ) 11,982 D $ 45.5 367,854.9527 D Common Stock 03/02/2018 M 18,677 A 386,531.9527 D Common Stock 03/02/2018 F( 2 ) 9,199 D $ 45.5 377,332.9527 D Common Stock 03/02/2018 A( 3 ) 50,424 A $ 45.5 427,756.9527 D Common Stock 03/02/2018 24,834 D $ 45.5 402,922.9527 D Common Stock 69,000 I By GRAT

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 ( 1 ) 03/02/2018 M 18,151 ( 5 ) ( 6 ) ( 6 ) Common Stock 18,151 ( 5 ) $ 0 0 D Restricted Stock Units ( 1 ) 03/02/2018 M 25,493 ( 7 ) ( 8 ) ( 8 ) Common Stock 25,493 ( 7 ) $ 0 25,494 D Restricted Stock Units ( 1 ) 03/02/2018 M 18,677 ( 9 ) ( 10 ) ( 10 ) Common Stock 18,677 ( 9 ) $ 0 37,356 D Employee Stock Option (Right to Buy) $ 45.5 03/02/2018 A 108,768 ( 11 ) 03/01/2028 Common Stock 108,768 $ 0 108,768 D Restricted Stock Units ( 1 ) 03/02/2018 A 36,264 ( 12 ) ( 12 ) Common Stock 36,264 $ 0 36,264 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KANDARIAN STEVEN A 200 PARK AVENUE NEW YORK, NY10166 X Chairman, President & CEO Signatures Mark A. Schuman, authorized signer 03/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit is the contingent right to receive one share of MetLife, Inc. common stock. ( 2 )Shares withheld to satisfy the Reporting Person's tax withholding obligation due on the Restricted Share Unit payout. ( 3 )Shares acquired from the payout of the 2015-2017 Performance Share Award following determination of the performance factor for such award. ( 4 )Shares withheld to satisfy the Reporting Person's tax withholding obligation due on the Performance Share payout. ( 5 )Includes 1935 Restricted Stock Units previously added to the reporting person's award through an adjustment to maintain the intrinsic value of the Restricted Stock Units in light of the distribution by MetLife, Inc., to its shareholders of Brighthouse Financial, Inc. common stock. The reporting per son did not receive shares of Brighthouse Financial, Inc. common stock on account of the Restricted Stock Units. ( 6 )The Restricted Stock Units vested in three installments on February 24, 2016, 2017 and 2018. This installment became payable following the certification that MetLife, Inc. met specified financial goals. ( 7 )Includes 2719 Restricted Stock Units previously added to the reporting person's award through an adjustment to maintain the intrinsic value of the Restricted Stock Units 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 Restricted Stock Units. ( 8 )The Restricted Stock Units vest in three installments on March 1, 2017, 2018 and 2019. The requisite certification that MetLife, Inc. met specified financial goals took place earlier. ( 9 )Includes 1991 Restricted Stock Units previously added to the reporting person's award through an adjustment to maintain the intrinsic value of the Restricted Stock Units 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 Restricted Stock Units. ( 10 )The Restricted Stock Units vest in three installments on March 1, 2018, 2019 and 2020. The requisite certification that MetLife, Inc. met specified financial goals took place earlier. ( 11 )The options become exercisable in three installments on March 2, 2019, 2020 and 2021. ( 12 )The Restricted Stock Units vest in three installments on March 1, 2019, 2020 and 2021.

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