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^*

STECHER ESTA E

(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)
09/15/2022

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)
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⁾	09/15/2022		A		99.87	A	$0.00	22,679.89	D
Common Stock⁽²⁾	09/15/2022		A		71.41	A	$0.00	22,751.3	D
Common Stock⁽³⁾	09/15/2022		A		66.57	A	$0.00	22,817.87	D
Common Stock⁽⁴⁾	09/15/2022		A		72.67	A	$0.00	22,890.54	D
Common Stock⁽⁵⁾	09/15/2022		A		72.67	A	$0.00	22,963.21	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. Reflects the acquisition on September 15, 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 the recipient on October 4, 2021, as Director Founder's Award of 5,626 RSUs. The RSUs 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 second half shall vest on the two-year anniversary of the grant date, October 4, 2023, subject to the Director's continued service through such date. Upon the Director's termination, the RSUs will settle in shares and any fractional shares will be paid out in cash.

2. Reflects the acquisition on September 15, 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 the recipient on October 4, 2021, as part of annual director compensation, where the Director received 4,023 RSUs. The RSUs fully vest on the first anniversary of the grant date, October 4, 2022, subject to the Director's continued service through such date. Upon the Director's termination, the RSUs will settle in shares and any fractional shares will be paid out in cash.

3. Reflects the acquisition on September 15, 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 the recipient on October 4, 2021, as part of annual director compensation, where the Director elected for equity in lieu of cash as part of annual director compensation the "cash portion" of compensation to receive 3,750 RSUs. The RSUs vested over eight months with three-eighths on December 31, 2021, the next three-eighths on March 31, 2022, and the remaining two-eighths on May 31, 2022. Upon the Director's termination, the RSUs will settle in shares and any fractional shares will be paid out in cash.

4. Reflects the acquisition on September 15, 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 the recipient on June 9, 2022, as part of annual director compensation, where the Director received 4,282 RSUs. The RSUs fully vest on June 9, 2023, or the next Annual Meeting of Shareholders, whichever comes first, subject to the Director's continued service through such date. Upon the Director's termination, the RSUs will settle in shares and any fractional shares will be paid out in cash.

5. Reflects the acquisition on September 15, 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 the recipient on June 9, 2022, as part of annual director compensation, where the Director elected for equity in lieu of cash as part of annual director compensation for the "cash portion" of compensation to receive 4,282 RSUs. The RSUs vest quarterly over 12 months, where 25% vests on August 31, 2022, November 30, 2022, February 28, 2023, and May 31, 2023, subject to the Director's continued service through such date. Upon the Director's termination, the RSUs will settle in shares and any fractional shares will be paid out in cash.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	09/19/2022
	** 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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