SEC FORM 3

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^*

Romine Scott

(Last)

(First)

(Middle)

1 CORPORATE WAY

(Street)

LANSING

48951

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/13/2021

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)
	President and CEO, JNLD

5. 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 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⁽¹⁾	105	D⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Share Unit⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	10,502	$0	D
Restricted Share Units⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	138.73	$0	D
Restricted Share Units⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	1,875	$0	D
Restricted Share Units⁽⁴⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	24.77	$0	D

Explanation of Responses:

1. Vested Prudential plc American Depositary Receipts (ADRs) were acquired previously as part of participant's long-term incentive compensation prior to the demerger. In connection with the JFI demerger from Prudential plc, the participant acquired Jackson Financial Inc. (JFI) common stock (shares distributed equally on all securities of a class) where holders of vested Prudential plc ADRs received one JFI share of common stock for every 20 vested Prudential plc ADRs.

2. Shares held in Joint Brokerage Account in both Mr. Romine and spouse's name as joint owners.

3. The Annual Restricted Share Unit award was granted on October 4, 2021. The RSUs vest over three years in three 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.

4. Acquired Restricted Share Units due to dividend reinvestment received on December 9, 2021 pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan.

5. The Restricted Share Units vest over three years in three 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.

6. The Celebration Award of Restricted Share Units was granted on October 4, 2021. The RSUs fully vest on the one-year anniversary of the grant date, October 4, 2022.

7. The RSUs fully vest on the one-year anniversary of the grant date, October 4, 2022.

Remarks:

Power of Attorney attached.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	12/22/2021
	** 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).
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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