Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Goulart Steven J
  2. Issuer Name and Ticker or Trading Symbol
METLIFE INC [MET]
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)
200 PARK AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2018
(Street)

NEW YORK, NY 10166
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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   3,631 A (1) 65,568 D  
Common Stock 03/02/2018   F(2)   1,231 D $ 45.5 64,337 D  
Common Stock 03/02/2018   M   6,070 A (1) 70,407 D  
Common Stock 03/02/2018   F(2)   2,079 D $ 45.5 68,328 D  
Common Stock 03/02/2018   M   4,447 A (1) 72,775 D  
Common Stock 03/02/2018   F(2)   1,524 D $ 45.5 71,251 D  
Common Stock 03/02/2018   A(3)   10,085 A $ 45.5 81,336 D  
Common Stock 03/02/2018   F(4)   3,793 D $ 45.5 77,543 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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     3,631 (5)   (6)   (6) Common Stock 3,631 (5) $ 0 0 D  
Restricted Stock Units (1) 03/02/2018   M     6,070 (7)   (8)   (8) Common Stock 6,070 (7) $ 0 6,070 D  
Restricted Stock Units (1) 03/02/2018   M     4,447 (9)   (10)   (10) Common Stock 4,447 (9) $ 0 8,894 D  
Employee Stock Option (Right to Buy) $ 45.5 03/02/2018   A     29,664   (11) 03/01/2028 Common Stock 29,664 $ 0 29,664 D  
Restricted Stock Units (1) 03/02/2018   A     9,891   (12)   (12) Common Stock 9,891 $ 0 9,891 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Goulart Steven J
200 PARK AVENUE
NEW YORK, NY 10166
      EVP & Chief Investment Officer  

Signatures

 Mark A. Schuman, authorized signer   03/06/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 2015-2017 Performance Share Award pursuant to the MetLife, Inc. 2015 Stock and Incentive Compensation Plan.
(4) Shares withheld to satisfy the Reporting Person's tax withholding obligation due on the Performance Share payout.
(5) Includes 388 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.
(6) The Restricted Stock Units vest in three installments on February 24, 2016, 2017 and 2018. This installment became payable following the certification on March 2, 2018 that MetLife, Inc. met specified financial goals.
(7) Includes 648 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 474 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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