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^*

Claffee Lily Fu

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2021

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)
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⁾								5,700.32	D
Common Stock	12/31/2021		A⁽²⁾		3,166.28⁽²⁾	A	$0.00	8,866.6	D
Common Stock⁽³⁾								12,942.74	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)

Explanation of Responses:

1. The reporting person has reported prior awards of Restricted Share Units (RSUs) in Table II on Form 4. The prior awards reflect the Founder's Award of 5,626 RSUs granted on October 4, 2021, which vest over two years in two equal installments. The first half shall vest on the one-year anniversary of the grant date, October 4, 2022, and the remaining half shall vest on the second anniversary of the grant date, October 4, 2023. The reported transaction also reflects the acquisition on December 9, 2021, of 74.32 RSUs due to dividend reinvestment, which follow the same terms and conditions as the underlying equity. The total reported in Column 5 therefore includes all RSUs previously reported in Table II.

2. The reporting person has reported prior awards of Restricted Share Units (RSUs) in Table II on Form 4. The prior awards reflects equity received in lieu of cash retainer as part of the annual director's compensation of 3,125 RSUs on October 4, 2021, which vests over eight months with three-eighths (1,171) vesting on December 31, 2021, the next three-eighths vesting on March 31, 2022, and the remaining two-eighths vesting on May 31, 2022. The reported transaction also reflects the acquisition on December 9, 2021, of 41.28 RSUs due to dividend reinvestment, which follow the same terms and conditions as the underlying equity. The total reported in Column 5 therefore includes all RSUs, vested and unvested, previously reported in Table II.

3. The reporting person has reported prior awards of Restricted Share Units (RSUs) in Table II on Form 4. The prior awards reflects the Annual Director's Equity Award of 4,023 RSUs granted on October 4, 2021, which fully vest on the first anniversary of the grant date, October 4, 2022. The reported transaction also reflects the acquisition on December 9, 2021, of 53.14 RSUs due to dividend reinvestment, which follow the same terms and conditions as the underlying equity. The total reported in Column 5 therefore includes all RSUs previously reported in Table II.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	01/04/2022
	** 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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