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)
12/15/2022

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⁾	12/15/2022		A		546.47	A	$0.00	243,094.26	D
Common Stock⁽²⁾	12/15/2022		A		685.96	A	$0.00	243,780.22	D
Common Stock⁽³⁾	12/15/2022		A		640.39	A	$0.00	244,420.61	D
Common Stock⁽⁴⁾	12/15/2022		A		1,050.99	A	$0.00	245,471.6	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	⁽⁵⁾	12/15/2022		A		228.64		⁽⁵⁾	⁽⁵⁾	Common Stock	228.64	$0.00	14,475.07	D

Explanation of Responses:

1. Reflects the acquisition on December 15, 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 the recipient on October 4, 2021, as part of the 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. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover the related tax obligations for the Section 16 Officer.

2. Reflects 75% of the acquisition on December 15, 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 reported on October 4, 2021, as converted unvested Prudential plc Restricted Stock where the total amount of 53,570 JFI RSUs acquired reflect the underlying: (a) JFI common stock received as a demerger dividend plus (b) converted JFI common stock. These RSUs vest on April 9, 2023, subject to continued employment through such date. Upon vesting, 75% of the total number of RSUs will settle in shares, and the remaining 25% of the RSUs will be paid out in cash (see Footnote 5). Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover the related tax obligations for the Section 16 Officer.

3. Reflects the acquisition on December 15, 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 the recipient on October 4, 2021, as part of the Executive Founders' 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. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover the related tax obligations for the Section 16 Officer.

4. Reflects the acquisition on December 15, 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 the recipient on March 10, 2022, as part of the 2022 Annual Restricted Share Unit Award of 62,372 RSUs. These 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. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover the related tax obligations for the Section 16 Officer.

5. Reflects 25% of the acquisition on December 15, 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, as described in Footnote 2, above. As previously reported, 25% of the total RSUs granted or acquired upon vesting will be settled in cash.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	12/19/2022
	** 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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