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 *

Nerud Mark D		 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
(Last)          (First)          (Middle)

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

2/2/2022
(Street)

LANSING, MI 48951		 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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)2/2/2022  M(1)  7351.85 (3)A$0.00 44365.98 D  
Common Stock (2)4/2/2022  D(2)  7351.85 (3)D$43.21 37014.13 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
Restricted Share Units  (1)2/2/2022  A   7351.85 (3)    (1) (1)Common Stock 7351.85 (3)$0.00 7351.85 D  
Restricted Share Units  (2)4/2/2022  M     7351.85 (3)  (2) (2)Common Stock 7351.85 (3)$43.21 0.00 D  
Explanation of Responses:
(1) Reflects the acquisition of cash-settled units earned based on achievement of performance metrics of the 29,023 Jackson Financial Inc. Performance Share Units ("PSUs"), which were converted from the 2019 PLTIP PSUs on October 4, 2021. All of the earned units vested on April 2, 2022. The previously filed Form 4 failed to report the acquisition of the cash-settled earned units, and reported the acquisition of only the 75% of share-settled earned units.
(2) Reflects the cash settlement of 25% of the converted units that were earned on February 2, 2022, and vested on April 2, 2022.
(3) The reported number, 7,351.85, does not reflect the total of (a) the number of earned "restricted share units" settled in cash, and (b) dividend equivalents from December 2021 and March 2022, all of which vested on April 2, 2022. On March 24, 2022, we erroneously over-reported 90.62 dividend equivalents distributed on the earned 22,054.54 "restricted share units" (75% settled in shares) in Table I that should have been reported on the same date but in Table II on the earned 7,351.85 "restricted share units" (25% settled in cash). Despite the incorrect reporting in Table I, upon vesting, the 90.62 dividend equivalents settled in cash, not shares.

Remarks:
Power of Attorney on file.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Nerud Mark D
1 CORPORATE WAY
LANSING, MI 48951

President and CEO of JNAM
Signatures
/s/ Kristan L. Richardson, as Attorney-in-Fact3/28/2023
**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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