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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cummings Don W

(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)

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

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)
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	03/21/2024		A⁽¹⁾		27.56	A	$0.00	49,058.38	D
Common Stock	03/21/2024		A⁽²⁾		106.68	A	$0.00	49,165.06	D
Common Stock	03/21/2024		A⁽³⁾		19.06	A	$0.00	49,184.12	D
Common Stock	03/21/2024		A⁽⁴⁾		65.15	A	$0.00	49,249.27	D
Common Stock	03/21/2024		A⁽⁵⁾		43.43	A	$0.00	49,292.7	D
Common Stock	03/21/2024		A⁽⁶⁾		93.03	A	$0.00	49,385.73	D
Common Stock	03/21/2024		A⁽⁷⁾		94.92	A	$0.00	49,480.65	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. 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, subject to continued employment through such dates. 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, subject to continued employment through such dates. 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, as a Retention Award, which vest in two equal installments beginning on the first anniversary of the grant date, subject to continued employment through such dates. 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, 2023, which vest in three equal installments beginning on the first anniversary of the grant date, subject to continued employment through such dates. Upon each vesting, full shares are distributed and the fractional share is applied to shares withheld to cover the tax obligation.

6. 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, subject to continued employment through such dates. Upon each vesting, full shares are distributed and the fractional share is applied to shares withheld to cover the tax obligation.

7. 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, as a Retention Award, which vest in two equal installments beginning on the first anniversary of the grant date, subject to continued employment through such dates. 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.
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