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)
02/02/2022

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⁾								54,921.66	D
Common Stock⁽²⁾								103,567.9	D
Common Stock⁽³⁾								109,268.22	D
Common Stock⁽⁴⁾								185,277.21	D
Common Stock⁽⁵⁾	02/02/2022		A		34,436.08	A	$0.00	219,713.29	D
Common Stock⁽⁶⁾	03/10/2022		A		62,372	A	$0.00	282,085.29	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. Previously reported (on Table II) as October 4, 2021, acquisition of 53,570 Restricted Share Units ("RSUs") upon the conversion of the unvested Prudential plc Restricted Stock received previously under the 2015 Prudential Restricted Stock Plan, where the total amount of JFI RSUs acquired reflect: (a) JFI shares of common stock received as a demerger dividend plus (b) JFI shares of common stock. The RSUs fully vest on April 9, 2023, subject to continued employment through such date. The total number of RSUs also reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 707.66 RSUs, which are subject to the same terms and conditions as the underlying equity.

2. Previously reported (on Table II) Annual Award of 48,012 Restricted Share Units (RSUs) granted October 4, 2021. These RSUs vest over 30 months in three equal 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. The total number of RSUs also reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 634.24 RSUs, which are subject to the same terms and conditions as the underlying equity.

3. Previously reported (on Table II) Celebration Award of 5,626 Restricted Share Units (RSUs) granted on October 4, 2021. These RSUs fully vest on the one-year anniversary of the grant date, October 4, 2022, subject to continued employment through such date. The number of RSUs also reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 74.32 RSUs, which are subject to the same terms and conditions as the underlying equity.

4. Previously reported (on Table II) Executive Founder's Award of 75,018 Restricted Share Units (RSUs) granted on October 4, 2021. 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. The total number of RSUs reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 990.99 RSUs, which are subject to the same terms and conditions as the underlying equity.

5. In 2019, Ms. Prieskorn received from our former parent, Prudential, plc, 30,261 Performance Share Units ("PSUs"), which were converted into PSUs of Jackson Financial Inc. on September 13, 2021. Column 4 reflects the number of shares of common stock "earned" based on achievement of performance metrics for the period January 1, 2019 through December 31, 2021. The shares will not vest, or be delivered to Ms. Prieskorn, until April 2, 2022, so long as Ms. Prieskorn remains employed through such date.

6. The 2022 Annual Restricted Share Unit Award was granted on March 10, 2022. The Restricted Share Units ("RSUs") vest over three years in equal installments, 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.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	03/14/2022
	** 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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