| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/09/2024 |
3. Issuer Name and Ticker or Trading Symbol
Brighthouse Financial, Inc. [ BHF ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 4,994 | D | |
| Common Stock | 55 | I | Shares held by spouse |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | (1) | Common Stock | 1,010 | (2) | D | |
| Restricted Stock Units | (3) | (3) | Common Stock | 517 | (2) | D | |
| Restricted Stock Units | (4) | (4) | Common Stock | 308 | (2) | D | |
| Explanation of Responses: |
| 1. Restricted Stock Units ("RSUs") awarded in 2024, which will vest in three substantially equal installments on the first business day in March 2025, 2026 and 2027. |
| 2. Each RSU represents the contingent right to receive one share of Brighthouse Financial, Inc. common stock. |
| 3. Represents unvested portion of RSUs awarded in 2023, which will vest in two substantially equal installments on the first business day in March 2025 and 2026. |
| 4. Represents unvested portion of RSUs awarded in 2022, which will vest on the first business day in March 2025. |
| Remarks: |
| Exhibit List - Exhibit 24 - Power of Attorney |
| /s/ Jacob M. Jenkelowitz, Attorney-in-Fact, on behalf of Richard A. Cook | 11/12/2024 | |
| ** 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 5 (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 Number. | ||
POWER OF ATTORNEY TO WHOM IT MAY CONCERN: Pursuant to the authorization set forth in the instructions for the filing of Form 3, Form 4 and Form 5, respectively (hereinafter referred to as the "Reports"), under the requirements of the Securities Exchange Act of 1934, as amended, the undersigned hereby designates and authorizes each of BRUCE H. SCHINDLER, JACOB M. JENKELOWITZ, ALEXANDER V. ULIANOV, IAN MACDONALD and COLLEEN JOHNSON to (1) execute and file, or cause to be filed, such Reports, and any amendments thereto, for and on behalf of the undersigned, with the U.S. Securities and Exchange Commission (the “SEC”) and any other proper bodies at any time when the filing of said Reports is in order, containing such information as BRUCE H. SCHINDLER, JACOB M. JENKELOWITZ, ALEXANDER V. ULIANOV, IAN MACDONALD and COLLEEN JOHNSON may deem advisable and (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of such Reports, or any amendment thereto, and the timely filing of such Reports with the SEC and any other proper bodies, including, without limitation, the filing of a Form ID and any other forms or applications, including applications for EDGAR access codes and passwords, required to be filed or submitted in accordance with Regulation S-T promulgated by the SEC (or any successor provision) in order to file the Reports electronically. The authority of BRUCE H. SCHINDLER, JACOB M. JENKELOWITZ, ALEXANDER V. ULIANOV, IAN MACDONALD and COLLEEN JOHNSON under this authorization shall continue until the undersigned is no longer required to file Reports with regard to the undersigned's ownership of or transactions in securities of Brighthouse Financial, Inc., unless earlier revoked by the undersigned in writing. The undersigned acknowledges that BRUCE H. SCHINDLER, JACOB M. JENKELOWITZ, ALEXANDER V. ULIANOV, IAN MACDONALD and COLLEEN JOHNSON are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. /s/ Richard A. Cook October 30, 2024