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* Myers Paul Chadwick (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) Vice Chair, JHLLC
	3. Date of Earliest Transaction (Month/Day/Year) 05/13/2022
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/13/2022		P		500	A	$30.06(1)	418,430.83	D(2)
Common Stock	05/13/2022		P		4,500	A	$31.5(3)	422,930.83	D(2)
Common Stock	05/16/2022		P		8,000	A	$33.15(4)	383,491.22(5)	D(2)

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)	$0.00							(6)	(6)	Common Stock	47,439.61		47,439.61	D

Explanation of Responses:

1. Shares were bought in two transactions for $30.06. Mr. Myers undertakes to provide to Jackson Financial Inc., any security holder of Jackson Financial Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought described in this Footnote 1.

2. Shares purchased through a Joint Brokerage Account in both Mr. Myers's and spouse's name as joint owners.

3. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions ranging from $31.20 to $31.81, inclusive. Mr. Myers undertakes to provide to Jackson Financial Inc., any security holder of Jackson Financial Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in this Footnote 3.

4. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions ranging from $32.95 to $33.41, inclusive. Mr. Myers undertakes to provide to Jackson Financial Inc., any security holder of Jackson Financial Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in this Footnote 4.

5. The total amount beneficially owned reflects both (1) the addition of 8,000 shares purchased in the open market on May 16, 2022, and (2) a removal from Table I to Table II of common stock underlying 47,439.61 Restricted Share Units ("RSUs") that were acquired upon the October 4, 2021 grant of converted unvested Prudential plc Restricted Stock. One hundred percent (100%) of the RSUs previously were reported in Table I on March 14, 2022, based on an understanding that the RSUs were to settle upon vesting only in shares. It has since been clarified that only 75% of the total number of RSUs acquired in October 2021 will settle in shares upon vesting, and the remaining 25% of the RSUs will be paid out in cash upon vesting. The 25% of the RSUs that will be paid out in cash upon vesting is now properly reported in Table II, instead of Table I. These RSUs cliff vest on April 9, 2023.

6. Reflects the portion of Restricted Share Units ("RSUs") previously reported on Table I in a Form 4 filed on March 14, 2022 that are settled in cash as described in Footnote 5 above.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	05/17/2022
	** 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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