Securities Registration (section 12(b)) (8-a12b)
March 13 2023 - 4:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) or
(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Jackson Financial Inc.
(Exact name of registrant as specified in its charter)
Delaware |
98-0486152 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
1 Corporate Way, |
|
Lansing, Michigan |
48951 |
(Address of principal executive offices) |
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of each class |
Name of each exchange on which |
to be so registered |
each class is to be registered |
Depositary Shares, each representing a 1/1,000th |
|
interest in a share of Fixed-Rate Reset Noncumulative |
|
Perpetual Preferred Stock, Series A |
New York Stock Exchange |
If this form relates to the registration
of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or
(e), check the following box. x
If this form relates to the registration
of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or
(e), check the following box. ¨
If this form related to the registration
of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or
Regulation A offering statement file number to which this form relates:
333-262359 (if applicable)
Securities to be registered pursuant to Section 12(g) of
the Act: None
Item 1. Description of Registrant’s Securities to be Registered.
Jackson Financial Inc. (the “Company”) hereby
incorporates by reference herein (i) the description of the Depositary Shares (the “Depositary Shares”), each
representing a 1/1,000th interest in a share of Fixed-Rate Reset Noncumulative Perpetual Preferred Stock, Series A, $1.00 par
value per share and liquidation preference $25,000 per share (the “Series A Preferred Stock”), to be registered
hereunder, set forth under the heading “Description of the Depositary Shares” and (ii) the description of its
Series A Preferred Stock set forth under the heading “Description of the Series A Preferred Stock”,
respectively, in the Company’s Prospectus Supplement, dated March 6, 2023 to the Prospectus dated January 27, 2022,
constituting part of the Registration Statement on Form S-3 (File No. 333-262359) of the Company, filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended. The Depositary Shares are expected to be listed on
the New York Stock Exchange.
Item 2. Exhibits.
Exhibit Number |
|
Description |
|
|
|
3.1 |
|
Third Amended and Restated Certificate of Incorporation of Jackson
Financial Inc., (incorporated by reference to Exhibit 3.1 to Jackson Financial Inc.’s Form 8-K, filed on June 10,
2022). |
|
|
|
3.2 |
|
Amended and
Restated By-laws of Jackson Financial Inc. (incorporated by reference to Exhibit 3.3 to Jackson
Financial Inc.’s Form 8-K, filed on December 12, 2022). |
|
|
|
4.1 |
|
Certificate of Designations
with respect to the Series A Preferred Stock (incorporated by reference to Exhibit 3.1
to Jackson Financial Inc.’s Current Report on Form 8-K, filed on March 13, 2023). |
|
|
|
4.2 |
|
Deposit Agreement, dated
as of March 13, 2023, among the Company, Equiniti Trust Company, as depositary,
and the holders from time to time of the depositary receipts described therein (incorporated
by reference to Exhibit 4.1 to Jackson Financial Inc.’s Current Report on Form 8-K,
filed on March 13, 2023). |
|
|
|
4.3 |
|
Form of Depositary
Receipt (incorporated by reference to Exhibit 4.2 to Jackson Financial Inc.’s Current Report
on Form 8-K, filed on March 13, 2023). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
|
JACKSON FINANCIAL INC. |
|
|
|
Dated: March 13, 2023 |
By: |
/s/ Marcia Wadsten |
|
|
Name: Marcia Wadsten |
|
|
Title: Executive Vice President and Chief Financial Officer |
Jackson Financial (NYSE:JXN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Jackson Financial (NYSE:JXN)
Historical Stock Chart
From Jul 2023 to Jul 2024