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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Nerud Mark D

(Last) (First) (Middle)
1 CORPORATE WAY

(Street)
LANSING MI 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 of JNAM
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2022
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)
Code V Amount (A) or (D) Price
Common Stock 05/05/2022 G 12,435(1) D $0.00 38,880.34(2) I Nerud Revoc Trust(1)
Common Stock 0.8(3) D
Common Stock(4) 06/16/2022 A 244.28 A $0.00 39,124.62 D
Common Stock(5) 06/16/2022 A 38.16 A $0.00 39,162.78 D
Common Stock(6) 06/16/2022 A 200.24 A $0.00 39,363.02 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Mr. Nerud transferred 12,435 shares of his Jackson Financial Inc. ("JFI") common stock to a brokerage account with the account name of the Mark D. Nerud 2012 Revocable Trust Dated 5/8/12. Mr. Nerud is the grantor, and he also is a co-trustee with his spouse. Mr. Nerud's spouse is beneficiary of the trust.
2. The total amount of JFI common stock beneficially owned includes an adjustment to reflect an over reporting of 90.62 dividend equivalents as originally reported in a Form 4 filed on March 24, 2022. It also includes an adjustment to reflect an under reporting of 1,393.84 shares of common stock earned on February 2, 2022 as originally reported in a Form 4 filed on March 14, 2022.
3. Reflects the same class of JFI shares of common stock remaining in original account prior to the transfer described in Footnote 1.
4. Reflects the acquisition on June 16, 2022 of 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 recipient on October 4, 2021 as part of Annual Award of 12,003 RSUs. These RSUs vest over 30 months 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, subject to continued employment through such dates.
5. Reflects the acquisition on June 16, 2022 of 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 recipient on October 4, 2021 as part of Celebration Award of 1,875 RSUs. These RSUs fully vest on the one-year anniversary of the grant date, October 4, 2022, subject to continued employment through such date.
6. Reflects the acquisition on June 16, 2022 of 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 recipient on March 10, 2022 as part of the 2022 Annual Restricted Share Unit Award of 9,969 RSUs. The RSUs vest over three years, where the first third vests 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, subject to continued employment through such dates.
Remarks:
Power of Attorney on file.
/s/ Kristan L. Richardson, as Attorney-in-Fact 06/21/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.