MetLife Board Files 96th 13D Amendment

TL;DR

The **MetLife Board** filed its **96th 13D amendment** on **Feb 15, 2024**, an administrative update to its ownership disclosures.

AI Summary

The Board of Directors of MetLife, Inc. filed Amendment No. 96 to Schedule 13D on February 15, 2024. This amendment pertains to the common stock of MetLife, Inc., which has a par value of $.01 per share. Monica M. Curtis, Executive Vice President and Chief Legal Officer, is designated as the contact person for notices and communications regarding this filing.

Why It Matters

This filing is an administrative update to MetLife's beneficial ownership disclosures, indicating ongoing compliance with SEC regulations. It signals no immediate change in control or major investment strategy based on the provided text.

Risk Assessment

Risk Level: low — The filing is an amendment by the company's own Board of Directors, suggesting a routine update rather than a new, potentially disruptive external activist stake.

Key Players & Entities

• MetLife, Inc. (company) — Subject Company and Issuer
• Board of Directors of MetLife Inc. (company) — Filing Person
• Monica M. Curtis (person) — Executive Vice President and Chief Legal Officer, authorized to receive notices
• 02 Finance (company) — Organization Name associated with MetLife Inc. in header data

FAQ

Filing Documents

• d751988dsc13da.htm (SC 13D/A) — 48KB
• d751988dex991.htm (EX-99.1) — 12KB
• 0001193125-24-037727.txt ( ) — 62KB

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION. The Board of Directors (the Board) is reporting beneficial ownership of 116,905,555 shares of Common Stock (the Shares) held by the MetLife Policyholder Trust (the Trust) under the Plan of Reorganization, dated September 28, 1999, as amended (the Plan), of Metropolitan Life Insurance Company (MetLife). On April 7, 2000, 494,466,664 Shares were issued to the Trust pursuant to Section 5.2(d) of the Plan, a copy of which is attached as an exhibit to this statement. No consideration has been separately provided therefor by any member of the Board, except for Shares allocated to such member pursuant to the Plan. Since April 7, 2000, transactions by Beneficiaries (i) under the Purchase and Sale Program provided for by the Trust Agreement (as defined below), (ii) pursuant to the Issuers split-off of Reinsurance Group of America, Incorporated, in September 2008, and (iii) to withdraw Shares from the Trust, as well as escheatment of unclaimed Shares, have resulted in a decrease in the number of Shares held by the Trust from 494,466,664 to 116,905,555 (as adjusted to reflect refinements in the calculation of the number of Shares issued to the Trust under the Plan). Under the Plan and the MetLife Policyholder Trust Agreement, dated as of November 3, 1999 (as amended, the Trust Agreement), by and among MetLife, the Issuer, Wilmington Trust Company (the Trustee) and ChaseMellon Shareholder Services, L.L.C., as custodian (now known as Computershare Inc., the Custodian), a copy of which is attached as an exhibit to this statement, certain eligible policyholders of MetLife (Trust Eligible Policyholders) have been allocated a number of interests in the Trust (Trust Interests) equal to the number of shares of Common Stock allocated to the Trust Eligible Policyholders in accordance with the Plan. The assets of the Trust principally are the Shares issued to the Trust for the benefit of the Trust Eligible Policyholders and permitted transferees (col

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As an entity, the Board of the Issuer beneficially owns 116,905,555 shares, or 16.2% of the Issuers outstanding Common Stock. The Board of the Issuer is deemed to beneficially own the shares of Common Stock held by the Trust because the Board will direct the voting of these shares on certain matters submitted to a vote of stockholders. See Item 4. (b) As an entity, the Board of the Issuer has shared voting power with respect to 116,905,555 shares of Common Stock. (c) There were no transactions in the class of securities reported on that were effected by the Reporting Persons since October 30, 2023 other than transactions described in Item 4 which resulted in a decrease in the number of shares of Common Stock held by the Trust from 118,254,445 to 116,905,555. (d) The Beneficiaries of the Trust have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares allocated to them under the Plan and the Trust Agreement. See Item 4.

MATERIAL

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 Joint Filing Agreement under Rule 13d-1(k)(1) SCHEDULE 13D CUSIP No. 59156R108 Page 6 of 9 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: February 15, 2024 * Cheryl W. Grisé * Carlos M. Gutierrez * Carla A. Harris * Gerald L. Hassell * David L. Herzog * R. Glenn Hubbard * Jeh C. Johnson * Edward J. Kelly, III * William E. Kennard * Michel A. Khalaf * Catherine R. Kinney * Diana L. McKenzie * Denise M. Morrison * Mark A. Weinberger SCHEDULE 13D CUSIP No. 59156R108 Page 7 of 9 Pages * By /s/ John A. Hall John A. Hall Attorney-in-fact

View Full Filing

View this SC 13D/A filing on SEC EDGAR