SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Raub Christopher (Last) (First) (Middle) 1 CORPORATE WAY (Street) LANSING MI 48951 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/19/2023	3. Issuer Name and Ticker or Trading Symbol Jackson Financial Inc. [ JXN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP and Chief Risk Officer	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/30/2023
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,422.53(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(2)	04/04/2024	Common Stock	8,484.36	$0.00	D
Restricted Share Units	(3)	03/10/2025	Common Stock	5,840.95	$0.00	D
Restricted Share Units	(4)	03/10/2026	Common Stock	7,809.16	$0.00	D

Explanation of Responses:

1. Reflects shares omitted from the reporting person's original Form 3.

2. Reflects the remaining unvested share balance of the Annual Restricted Share Unit award granted on October 4, 2021 and acquired dividend equivalents. Vesting occurs over three years in three installments with distributions paid in cash. The first third vested on October 4, 2022, the next third vests on October 4, 2023, and the remaining third vests on April 4, 2024.

3. Reflects the remaining unvested share balance of the Annual Restricted Share Unit award granted on March 10, 2022 and acquired dividend equivalents. Vesting occurs over three years in three installments with distributions paid in cash. The first third vested on March 10, 2023, the next third vests on March 10, 2024, and the remaining third vests on March 10, 2025.

4. Reflects the Annual Restricted Share Unit award granted on March 10, 2023 and acquired dividend equivalents. Vesting occurs over three years in three equal installments, with distributions paid in cash on March 10, 2024, March 10, 2025, and March 10, 2026.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	06/02/2023
	** 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 5 (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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