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^*

Prieskorn Laura Louene

(Last)

(First)

(Middle)

1 CORPORATE WAY

(Street)

LANSING

48951

(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
X	Officer (give title below)	Other (specify below)
	CEO, President and Director

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2022

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⁾	06/16/2022		A		817.67	A	$0.00	262,332.06	D
Common Stock⁽²⁾	06/16/2022		A		977.1	A	$0.00	263,309.16	D
Common Stock⁽³⁾	06/16/2022		A		114.5	A	$0.00	263,423.66	D
Common Stock⁽⁴⁾	06/16/2022		A		1,526.7	A	$0.00	264,950.36	D
Common Stock⁽⁵⁾	06/16/2022		A		1,252.79	A	$0.00	266,203.15	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 Share Units	⁽⁶⁾	06/16/2022		A		272.54		⁽⁶⁾	⁽⁶⁾	Common Stock	272.54	$0.00	14,008.7	D

Explanation of Responses:

1. Reflects the acquisition on June 16, 2022 of dividend equivalents in the form of Restricted Share Units ("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 converted unvested Prudential plc Restricted Stock received previously under the 2015 Prudential Restricted Stock Plan, where the total amount of 53,570 JFI RSUs acquired reflect: (a) JFI common stock received as a demerger dividend plus (b) JFI common stock. The RSUs fully vest on April 9, 2023, subject to continued employment through such date. Upon vesting, 75% of the total number of RSUs acquired in October 2021 will settle in shares, and the remaining 25% of the RSUs will be paid out in cash.

2. Reflects the acquisition on June 16, 2022 of dividend equivalents in the form of Restricted Share Units ("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 Award of 48,012 RSUs. These RSUs vest over 30 months in three 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 April 4, 2024, subject to continued employment through such dates.

3. Reflects the acquisition on June 16, 2022 of dividend equivalents in the form of Restricted Share Units ("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 Celebration Award of 5,626 RSUs. These RSUs fully vest on the one-year anniversary of the grant date, October 4, 2022, subject to continued employment through such date.

4. Reflects the acquisition on June 16, 2022 of dividend equivalents in the form of Restricted Share Units ("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 the Executive Founder's Award of 75,018 RSUs. These RSUs vest over two years in two equal installments with the first half vesting on the one-year anniversary of the grant date, October 4, 2022 and the remaining half vesting on the two-year anniversary of the grant date, October 4, 2023, subject to continued employment through such dates.

5. Reflects the acquisition on June 16, 2022 of dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to recipient on March 10, 2022 as part of the 2022 Annual Restricted Share Unit Award of 62,372 RSUs. The RSUs vest over three years, where the first third vests on the one-year anniversary of the grant date, March 10, 2023, the next third vests on the two-year anniversary of the grant date, March 10, 2024, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2025, subject to continued employment through such dates.

6. Reflects 25% of Restricted Share Units ("RSUs") that were originally granted to recipient on October 4, 2021 as part of converted unvested Prudential plc Restricted Stock received previously under the 2015 Prudential Restricted Stock Plan, and were reported entirely in Table I in a Form 4 filed on March 14, 2022. Since these RSUs will be settled in cash, they are now reported in Table II. The amount also reflects a June 16, 2022, distribution of dividend equivalents in the form of RSUs that are subject to the same terms and conditions as the underlying equity, as described in Footnote 1.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	06/18/2022
	** 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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