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Filing Details

Accession Number:: 0000929638-19-000289
Form Type:: 13G Filing
Publication Date:: 2019-02-14 16:42:48

Filed By:: Greenlight Capital
Company:: Brighthouse Financial Inc. (NASDAQ:BHF)
Filing Date:: 2019-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Greenlight Capital, Inc	1,650,456	1,650,456	1,650,456	1.4%
DME Advisors	626,363	626,363	626,363	0.5%
DME Capital Management	975,900	975,900	975,900	0.8%
DME Advisors GP	1,602,263	1,602,263	1,602,263	1.4%
David Einhorn	3,292,719	3,292,719	3,292,719	2.8%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Brighthouse Financial, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

10922N103

(CUSIP Number)

December 31, 2018

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[x] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Names of Reporting Persons. Greenlight Capital, Inc.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 1,650,456 shares
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 1,650,456 shares

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,650,456 shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 1.4%
12	Type of Reporting Person (See Instructions) IA

1	Names of Reporting Persons. DME Advisors, LP
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 626,363 shares
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 626,363 shares

9	Aggregate Amount Beneficially Owned by Each Reporting Person 626,363 shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 0.5%
12	Type of Reporting Person (See Instructions) IA

1	Names of Reporting Persons. DME Capital Management, LP
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 975,900 shares
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 975,900 shares

9	Aggregate Amount Beneficially Owned by Each Reporting Person 975,900 shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 0.8%
12	Type of Reporting Person (See Instructions) IA

1	Names of Reporting Persons. DME Advisors GP, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 1,602,263 shares
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 1,602,263 shares

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,602,263 shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 1.4%
12	Type of Reporting Person (See Instructions) HC

1	Names of Reporting Persons. David Einhorn
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Citizenship or Place of Organization. U.S. Citizen

Number of Shares Beneficially Owned by Each Reporting Person With	5 Sole Voting Power 0 shares
	6 Shared Voting Power 3,292,719 shares
	7 Sole Dispositive Power 0 shares
	8 Shared Dispositive Power 3,292,719 shares

9	Aggregate Amount Beneficially Owned by Each Reporting Person 3,292,719 shares
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
11	Percent of Class Represented by Amount in Row (9) 2.8%
12	Type of Reporting Person (See Instructions) HC

AMENDMENT NO. 1 TO SCHEDULE 13G

This Amendment No. 1 (the "Amendment") to Schedule 13G relating to common stock, par value $0.01 per share ("Common Stock") of Brighthouse Financial, Inc., a Delaware corporation (the "Company" or the "Issuer"), is being filed with the Securities and Exchange Commission (the "SEC") as an amendment to the Schedule 13G filed with the SEC on February 14, 2018. This Amendment is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation ("Greenlight Inc."), DME Advisors, LP, a Delaware limited partnership ("DME Advisors"), DME Capital Management, LP, a Delaware limited partnership ("DME CM"), DME Advisors GP, LLC, a Delaware limited liability company ("DME GP" and together with Greenlight Inc., DME Advisors and DME CM, "Greenlight"), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the "Reporting Persons").

This Amendment relates to Common Stock of the Issuer held by Greenlight for the account of private investment funds and other accounts for which Greenlight acts as investment manager (or general partner of the investment manager) and with respect to which Mr. Einhorn may be deemed to have indirect investment and/or voting power as the principal of Greenlight and other affiliated entities. DME GP is the general partner of DME Advisors and DME CM.

The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the Common Shares reported herein. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any shares of Common Stock, if applicable.

This Amendment is being filed to amend and restate Items 4 and 5 as follows:

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount Beneficially Owned
	Greenlight Inc. may be deemed the beneficial owner of 1,650,456 shares of Common Stock. DME Advisors may be deemed the beneficial owner of 626,363 shares of Common Stock. DME CM may be deemed the beneficial owner of 975,900 shares of Common Stock. DME GP may be deemed the beneficial owner of 1,602,263 shares of Common Stock. David Einhorn may be deemed the beneficial owner of 3,292,719 shares of Common Stock.
(b)	Percent of Class
	The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The percentages reported herein are calculated on the basis of there being 118,601,232shares of Common Stock outstanding as of November 2, 2018, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 6, 2018.
(c)	Number of shares as to which such person has:
	The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2019

	GREENLIGHT CAPITAL, INC.

	By: /s/ DANIEL ROITMAN
	Daniel Roitman Chief Operating Officer


	DME ADVISORS, LP By: DME Advisors GP, LLC, its General Partner
	By: /s/ DANIEL ROITMAN
	Daniel Roitman Chief Operating Officer


	DME CAPITAL MANAGEMENT, LP

	By: DME Advisors GP, LLC,
	its General Partner

	By: /s/ DANIEL ROITMAN
	Daniel Roitman Chief Operating Officer


	DME ADVISORS GP, LLC

	By: /s/ DANIEL ROITMAN
	Daniel Roitman Chief Operating Officer


	/s/ DANIEL ROITMAN*
	Daniel Roitman, on behalf of David Einhorn

* The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Schedule 13G on David Einhorn's behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference.