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*
Wadsten Marcia Lynn
(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)
EVP and CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/21/2024
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 03/21/2024 A(1) 118.52 A $0.00 218,859.56 D
Common Stock 03/21/2024 A(2) 474.12 A $0.00 219,333.68 D
Common Stock 03/21/2024 A(3) 87.68 A $0.00 219,421.36 D
Common Stock 03/21/2024 A(4) 161.57 A $0.00 219,582.93 D
Common Stock 03/21/2024 A(5) 197.44 A $0.00 219,780.37 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs") that are subject to the same terms and conditions as the underlying equity granted to the reporting person on October 4, 2021. 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 vested on the two-year anniversary of the grant date, October 4, 2023, and the remaining third vests on April 4, 2024. Upon vesting, full shares are distributed and the fractional share is applied to shares withheld to cover the tax obligation.
2. Acquired dividend equivalents in the form of "restricted share units" that are subject to the same terms and conditions as the underlying performance share units that were converted into "restricted share units" upon certification on February 1, 2024, which cliff vest on April 4, 2024. Upon vesting, full shares are distributed and the fractional share is applied to shares withheld to cover the tax obligation.
3. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs") that are subject to the same terms and conditions as the underlying equity granted to the reporting person on March 10, 2022, which vest in three equal installments beginning on the first anniversary of the grant date. Upon each vesting, full shares are distributed and the fractional share is applied to shares withheld to cover the tax obligation.
4. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs") that are subject to the same terms and conditions as the underlying equity granted to the reporting person on March 10, 2023, which vest in three equal installments beginning on the first anniversary of the grant date. Upon each vesting, full shares are distributed and the fractional share is applied to shares withheld to cover the tax obligation.
5. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs") that are subject to the same terms and conditions as the underlying equity granted to the reporting person on March 10, 2024, which vest in three equal installments beginning on the first anniversary of the grant date. Upon each vesting, full shares are distributed and the fractional share is applied to shares withheld to cover the tax obligation.
Remarks:
Power of Attorney on file.
/s/ Andrea Goodrich, as Attorney-in-Fact 03/25/2024
** 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 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.