Statement of Changes in Beneficial Ownership (4)
March 03 2023 - 5:00PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Lambert Myles |
2. Issuer Name and Ticker or Trading Symbol
Brighthouse Financial, Inc.
[
BHF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP,Chief Mktg.& Dist. Officer |
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(Last)
(First)
(Middle)
11225 N COMMUNITY HOUSE RD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2023 |
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(Street)
CHARLOTTE, NC 28277
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 3/1/2023 | | M | | 10323 (1) | A | (2) | 52195 | D | |
| Common Stock | 3/1/2023 | | F | | 5272 | D | $58.35 | 46923 | D | |
| Common Stock | 3/1/2023 | | A | | 19034 (3) | A | $58.35 | 65957 | D | |
| Common Stock | 3/1/2023 | | F | | 9629 | D | $58.35 | 56328 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Restricted Stock Units | (2) | 3/1/2023 | | M | | | 3743 | (4) | (4) | Common Stock | 3743.0 | $0 | 0 | D | |
| Restricted Stock Units | (2) | 3/1/2023 | | M | | | 3251 | (5) | (5) | Common Stock | 3251.0 | $0 | 3252 | D | |
| Restricted Stock Units | (2) | 3/1/2023 | | M | | | 3329 | (6) | (6) | Common Stock | 3329.0 | $0 | 6658 | D | |
| Restricted Stock Units | (2) | 3/1/2023 | | A | | 8226 | | (7) | (7) | Common Stock | 8226.0 | $0 | 8226 | D | |
| Explanation of Responses: |
| (1) | Payout of shares upon the vesting of tranches of Restricted Stock Units ("RSUs") granted in March 2020, March 2021 and March 2022. |
| (2) | Each RSU represents the contingent right to receive one share of Brighthouse Financial, Inc. common stock. |
| (3) | Shares acquired from the payout of the 2020 Performance Share Unit award. The number of shares issued was based on the achievement of performance goals over the 2020-2022 performance period. |
| (4) | Represents the vesting of the final tranche of the 2020 RSU award. |
| (5) | Represents the vesting of the second of three tranches of the 2021 RSU award. The final tranche will vest on the first business day in March 2024. |
| (6) | Represents the vesting of the first of three tranches of the 2022 RSU award. The remaining tranches will vest in substantially equal installments on the first business day in March 2024 and 2025. |
| (7) | RSUs awarded in 2023 will vest in three substantially equal installments on the first business day in March 2024, 2025 and 2026. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Lambert Myles
11225 N COMMUNITY HOUSE RD
CHARLOTTE, NC 28277 |
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| EVP,Chief Mktg.& Dist. Officer |
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Signatures
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| /s/ Jacob M. Jenkelowitz, Attorney-in-Fact, on behalf of Myles J. Lambert | | 3/3/2023 |
| **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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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