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* Cummings Don W (Last) (First) (Middle) 1 CORPORATE WAY (Street) LANSING MI 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) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Controller and CAO
	3. Date of Earliest Transaction (Month/Day/Year) 03/23/2023
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	03/23/2023		A		86.98	A	$0.00	41,272.5	D
Common Stock(2)	03/23/2023		A		280.97	A	$0.00	41,553.47	D
Common Stock(3)	03/23/2023		A		60.13	A	$0.00	41,613.6	D
Common Stock(4)	03/23/2023		A		205.49	A	$0.00	41,819.09	D
Common Stock(5)	03/23/2023		A		102.74	A	$0.00	41,921.83	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units(6)	(6)	03/23/2023		A		93.66		(6)	(6)	Common Stock	93.66	$0.00	5,332.65	D

Explanation of Responses:

1. Acquired on March 23, 2023, 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 the recipient on October 4, 2021, as part of the 2021 Annual Award of 6,751 RSUs. These RSUs vest over 30 months in three installments. The first third vested on the one-year anniversary of the grant date, October 4, 2022, the next third vests on the two-year anniversary of the grant date, October 4, 2023, and the remaining third vests on April 4, 2024, subject to continued employment through such dates. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.

2. Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to recipient on October 4, 2021, as Prudential plc Restricted Stock converted into 19,387 JFI RSUs. Upon vesting, 75% of the total number of RSUs will settle in shares, and 25% of the RSUs will be paid out in cash (see Footnote 6). Upon vesting, this portion of the dividend equivalents will be distributed in shares, based on the underlying 75% portion of equity that also is settled in shares, and any fractional shares will be applied to share withholding to cover tax obligations.

3. Acquired on March 23, 2023, 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 the recipient on March 10, 2022, as part of the 2022 Annual Restricted Share Unit Award of 4,729 RSUs. These RSUs vest over three years. The first third vested 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. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.

4. Acquired on March 23, 2023, 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 the recipient on March 10, 2023, as part of the 2023 Retention Restricted Share Unit Award of 11,494 RSUs. These RSUs vest over two years, where the first half vests on the one-year anniversary of the grant date, March 10, 2024, and the remaining half vests on the two-year anniversary of the grant date, March 10, 2025, subject to continued employment through such dates. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.

5. Acquired on March 23, 2023, 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 the recipient on March 10, 2023, as part of the 2023 Annual Restricted Share Unit Award of 5,747 RSUs. These RSUs vest over three years, where the first third vests on the one-year anniversary of the grant date, March 10, 2024, the next third vests on the two-year anniversary of the grant date, March 10, 2025, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2026, subject to continued employment through such dates. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.

6. Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to recipient on October 4, 2021, of Prudential plc Restricted Stock converted into 19,387 JFI RSUs. Upon vesting, 75% of the total number of RSUs will settle in shares, and 25% of the RSUs will be paid out in cash (see Footnote 2). Upon vesting, this portion of the dividend equivalents will settle in cash, based on the underlying 25% portion of equity that also is settled in cash.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	03/27/2023
	** 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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