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)
04/09/2023

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	04/09/2023		F		25,290.13⁽¹⁾	D	$35.79	327,656.72	D
Common Stock	04/09/2023		M⁽²⁾		19,115.35	A	$0.00	346,772.07	D
Common Stock	04/09/2023		D⁽³⁾		19,115.35	D	$35.79	327,656.72	D
Common Stock	04/09/2023		F		19,494.77⁽⁴⁾	D	$35.79	308,161.95	D
Common Stock	04/09/2023		M⁽⁵⁾		14,733.85	A	$0.00	322,895.8	D
Common Stock	04/09/2023		D⁽⁶⁾		14,733.85	D	$35.79	308,161.95	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	⁽²⁾	04/09/2023		M			19,115.35	04/09/2023	04/09/2023	Common Stock	19,115.35	$35.79⁽²⁾	14,733.85	D
restricted share units	⁽⁵⁾	04/09/2023		M			14,733.85	04/09/2023	04/09/2023	Common Stock	14,733.85	$35.79⁽⁵⁾	0.00	D

Explanation of Responses:

1. Shares withheld to cover tax obligations due upon the vesting of the earned restricted share units settled in shares, based on achievement of performance metrics of the Converted 2020 PLTIP (2020 PLTIPs).

2. Reflects the conversion of 19,115.35 earned shares upon the vesting of the cash-settled portion of the 2020 PLTIPs previously reported in Table II when the shares were earned.

3. Reflects the disposition for cash of 19,115.35 earned shares upon the vesting of the cash-settled portion of the 2020 PLTIPs previously reported in Table II when the shares were earned.

4. Shares withheld to cover tax obligations due upon the vesting of earned restricted share units settled in shares, based on achievement of performance metrics of the Converted Prudential RSPs (Pru RSPs).

5. Reflects the conversion of 14,733.85 earned shares upon the vesting of the cash-settled portion of the Pru RSPs previously reported in Table II when the shares were earned.

6. Reflects the disposition for cash of 14,733.85 earned shares upon the vesting of the cash-settled portion of the Pru RSPs previously reported in Table II when the shares were earned.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	04/11/2023
	** 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).
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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