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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

KANDARIAN STEVEN A

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Jackson Financial Inc. [ JXN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2022

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⁽¹⁾	03/23/2022		A		562.15	A	$44.62	62,889.26	D
Common Stock⁽²⁾	03/23/2022		A		154.59	A	$44.62	63,043.85	D
Common Stock⁽³⁾	03/23/2022		A		51.52	A	$44.62	63,095.37	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)

Explanation of Responses:

1. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 562.15 Restricted Share Units ("RSUs"), as well as the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 594.60 RSUs, which are subject to the same terms and conditions as the underlying equity originally granted to recipient on October 4, 2021 as Director Founder's Award of 45,011 RSUs. These RSUs vest over three years in three equal installments with the first third vesting on the one-year anniversary of the grant date, October 4, 2022, the next third vesting on the two-year anniversary of the grant date, October 4, 2023, and the remaining third vesting on the three-year anniversary of the grant date, October 4, 2024.

2. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 154.59 Restricted Share Units ("RSUs"), as well as the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 163.51 RSUs, which are subject to the same terms and conditions as the underlying equity originally granted to recipient on October 4, 2021 as part of annual director compensation, where the Director received 12,378 RSUs. The RSUs fully vest on the first anniversary of the grant date, October 4, 2022, subject to the Director's continued service through such date.

3. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 51.52 Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to recipient on January 31, 2022 for service provided from February 1, 2021 to May 31, 2021. The 4,180 RSUs were not granted to Mr. Kandarian as intended on October 4, 2021, due to an administrative oversight. These RSUs fully vest on the one-year anniversary of the original Annual Director's Equity Award grant date, October 4, 2022.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	03/25/2022
	** 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).
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.