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 *

KILTS JAMES M
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)
(Last)          (First)          (Middle)

200 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/13/2015
(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   3/13/2015     A (1)    208.4124   A $51.35   31063.4933   D    
Common Stock                  236   I   by JMK Investments 2, LP   (2)

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 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
Common Stock Equivalent Units     (3) 3/13/2015     A   (4)    61.4162         (5)   (5) Common Stock   61.4162     (4) 61.4162   D    

Explanation of Responses:
( 1)  Represents imputed reinvestment of dividends on Deferred Shares in the Reporting Person's deferral account (the "Plan Account") pursuant to the MetLife Non-Management Director Deferred Compensation Plan. Deferred Shares represent shares of MetLife, Inc. common stock that have become payable, but that remain unpaid because payment has been deferred.
( 2)  The Reporting Person disclaims beneficial ownership of 76.44% of shares held by JMK Investments 2, LP, representing limited partnership interests in trusts for the benefit of each of his children.
( 3)  Each Common Stock Equivalent Unit is the economic value of one share of MetLife, Inc. common stock.
( 4)  Represents imputed reinvestment of dividends on Common Stock Equivalent Units. Common Stock Equivalent Units were acquired pursuant to the MetLife Non-Management Director Deferred Compensation Plan, whereby Directors may elect to defer receipt of cash retainer fees into a fund that tracks MetLife, Inc. common stock.
( 5)  Common Stock Equivalent Units were acquired pursuant to the MetLife Non-Management Director Deferred Compensation Plan, whereby Directors may elect to defer receipt of cash retainer fees for a specified period of time into a fund that tracks MetLife, Inc. Common Stock. When such Common Stock Equivalent Units are distributed, they are settled in cash.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KILTS JAMES M
200 PARK AVENUE
NEW YORK, NY 10166
X



Signatures
Timothy J. Ring, authorized signer 3/17/2015
** 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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