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^*

Romine Scott

(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)
	President and CEO, JNLD

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2023

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

Rule 10b5-1(c) Transaction Indication

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

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⁾	03/23/2023		A		131.25	A	$0.00	100,517.75	D
Common Stock⁽²⁾	03/23/2023		A		640.91	A	$0.00	101,158.66	D
Common Stock⁽³⁾	03/23/2023		A		101.95	A	$0.00	101,260.61	D
Common Stock⁽⁴⁾	03/23/2023		A		204.92	A	$0.00	101,465.53	D
Common Stock⁽⁵⁾	03/23/2023		A		279.46	A	$0.00	101,744.99	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⁽⁶⁾	⁽⁶⁾	03/23/2023		A		213.63		⁽⁶⁾	⁽⁶⁾	Common Stock	213.63	$0.00	12,163.12	D

Explanation of Responses:

1. Acquired on March 23, 2023, 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 2021 Annual Award of 10,502 RSUs. 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 vests 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 will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.

2. Acquired on March 23, 2023, 75% of the dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to recipient on February 13, 2023, as shares "earned" based on achievement of performance metrics of the converted 2020 PLTIP Performance Share Units that remain "restricted," subject to vesting based on the passage of time and the Section 16 Officer's continued employment by the Company. These RSUs fully vest on April 9, 2023. 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 6). Upon vesting, this portion of the dividend equivalents will be distributed in shares, based on the underlying 75% portion of equity that also is settled in shares, and any fractional shares will be applied to share withholding to cover tax obligations.

3. Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to the recipient on December 27, 2021, of 8,266 RSUs, which reflected an adjustment to Mr. Romine's annual grant received on October 4, 2021, in connection with his promotion. These RSUs vest over 30 months in three equal installments. The first third vested on the one-year anniversary of the grant date, December 27, 2022, the next third vests on the two-year anniversary of the grant date, December 27, 2023, and the remaining third vests on June 27, 2024. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.

4. Acquired on March 23, 2023, 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 16,615 RSUs. These RSUs vest over three years. The first third vested 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 tax obligations.

5. Acquired on March 23, 2023, 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, 2023, as part of the 2023 Annual Restricted Share Unit Award of 15,632 RSUs. These RSUs vest over three years, where the first third vests on the one-year anniversary of the grant date, March 10, 2024, the next third vests on the two-year anniversary of the grant date, March 10, 2025, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2026, subject to continued employment through such dates. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.

6. Acquired on March 23, 2023, 25% of the dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to the recipient, as described in Footnote 2, above. Upon vesting, this portion of the dividend equivalents will settle in cash, based on the underlying 25% portion of equity that also is settled in cash.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	03/27/2023
	** 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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