SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

Steigerwalt Eric T

(Last)

(First)

(Middle)

11225 NORTH COMMUNITY HOUSE ROAD

(Street)

CHARLOTTE

28277

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Brighthouse Financial, Inc. [ BHF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2022

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2022		M		37,107⁽¹⁾	A	⁽²⁾	215,850	D
Common Stock	03/01/2022		F		16,492	D	$48.06	199,358	D
Common Stock	03/01/2022		A		82,447⁽³⁾	A	$48.06	281,805	D
Common Stock	03/01/2022		F		36,636	D	$48.06	245,169	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	03/01/2022		M			11,547	⁽⁴⁾	⁽⁴⁾	Common Stock	11,547	$0.00	0	D
Restricted Stock Units	⁽²⁾	03/01/2022		M			13,678	⁽⁵⁾	⁽⁵⁾	Common Stock	13,678	$0.00	13,679	D
Restricted Stock Units	⁽²⁾	03/01/2022		M			11,882	⁽⁶⁾	⁽⁶⁾	Common Stock	11,882	$0.00	23,763	D
Restricted Stock Units	⁽²⁾	03/01/2022		A		37,453		⁽⁷⁾	⁽⁷⁾	Common Stock	37,453	$0.00	37,453	D

Explanation of Responses:

1. Payout of shares upon vesting of tranches of Restricted Stock Units ("RSUs") granted in March 2019, March 2020 and March 2021.

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 2019 Performance Share Unit award. The number of shares issued was based on the achievement of performance goals over the 2019-2021 performance period.

4. Represents vesting of the final tranche of the 2019 RSU award.

5. Represents vesting of the second of three tranches of the 2020 RSU award. The final tranche will vest on the first business day in March 2023.

6. Represents vesting of the first of three tranches of the 2021 RSU award. The remaining tranches will vest in substantially equal installments on the first business day in March 2023 and 2024.

7. RSUs awarded in 2022 vest in three substantially equal installments on the first business day in March 2023, 2024 and 2025.

Remarks:

	/s/ Jacob M. Jenkelowitz, Attorney-in-Fact, on behalf of Eric T. Steigerwalt	03/03/2022
	** 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).
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