FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Noles Russell G		 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)
(Last)          (First)          (Middle)

1 CORPORATE WAY		 3. Date of Earliest Transaction (MM/DD/YYYY)

10/4/2022
(Street)

LANSING, MI 48951
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 10/4/2022  D  0.94 (1)D$31.78 18851.35 D  
Common Stock 10/4/2022  D  0.47 (2)D$31.78 18850.88 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) On October 4, 2022, 3,983.94 Restricted Shares ("RS") and 100% of the related dividend equivalents fully vested. The RS were received as part of annual director compensation on October 4, 2021. The Company paid $29.81 to the reporting person in lieu of vested fractional shares. Upon the Director's termination, the vested RS will be freely transferable by the reporting person.
(2) On October 4, 2022, 2,992.47 Restricted Shares ("RS") vested, reflecting 50% of the RS and 50% of the related dividend equivalents from the Director Founders' Award granted on October 4, 2021. The remaining 50% of the RS (and related dividend equivalents) will vest on October 4, 2023. The Company paid $15.09 to the reporting person in lieu of the vested fractional shares. Upon the Director's termination, the vested RS will be freely transferable by the reporting person.

Remarks:
Power of Attorney on file.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Noles Russell G
1 CORPORATE WAY
LANSING, MI 48951		X
Signatures
/s/ Kristan L. Richardson, as Attorney-in-Fact10/5/2022
**Signature of Reporting PersonDate
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.
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