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)

12/15/2022
(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 (1)12/15/2022  A  48.03 A$0.00 18898.91 D  
Common Stock (2)12/15/2022  A  4.75 A$0.00 18903.66 D  
Common Stock (3)12/15/2022  A  69.89 A$0.00 18973.55 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) Reflects the acquisition on December 15, 2022, of dividend equivalents in the form of Restricted Shares ("RS"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on October 4, 2021, as Director Founders' Award of 5,626 RS. The RS vest over two years in two equal installments. The first half vested 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 vesting, any fractional shares will be paid out in cash. Upon the Director's termination, the RS will settle in shares.
(2) Reflects the acquisition on December 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 278 RSUs for service provided from September 13, 2021 to September 30, 2021. The RSUs fully vested on the first anniversary of the grant date, October 4, 2022. 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 December 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.

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-Fact12/19/2022
**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.
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 control number.
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