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 *

Romine Scott		 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, JNLD
(Last)          (First)          (Middle)

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

6/15/2023
(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)6/15/2023  A  152.05 A$0.00 82537.58 D  
Common Stock (2)6/15/2023  A  118.11 A$0.00 82655.69 D  
Common Stock (3)6/15/2023  A  237.41 A$0.00 82893.10 D  
Common Stock (4)6/15/2023  A  323.76 A$0.00 83216.86 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) Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the remaining underlying equity granted to the recipient as part of the October 2021 Annual Grant of 10,502 RSUs. These RSUs vest over 30 months in three installments. The first third vested on the one-year anniversary of the grant date, October 4, 2022, the next third vests on the two-year anniversary of the grant date, October 4, 2023, and the remaining third vests on April 4, 2024. Upon vesting, full shares will be distributed and the fractional shares will be applied to the shares withheld to cover tax obligations.
(2) Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the remaining underlying equity granted to the recipient on December 27, 2021, of 8,266 RSUs, which reflected an adjustment to Mr. Romine's October 2021 Annual Grant, in connection with his promotion. These RSUs vest over 30 months in three equal installments. The first third vested on the one-year anniversary of the grant date, December 27, 2022, the next third vests on the two-year anniversary of the grant date, December 27, 2023, and the remaining third vests on June 27, 2024. Upon vesting, full shares will be distributed and the fractional shares will be applied to the shares withheld to cover tax obligations.
(3) Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the remaining underlying equity granted to the recipient as part of the March 2022 Annual Grant of 16,615 RSUs. These RSUs vest over three years. The first third vested on the one-year anniversary of the grant date, March 10, 2023, the next third vests on the two-year anniversary of the grant date, March 10, 2024, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2025. Upon vesting, full shares will be distributed and the fractional shares will be applied to the shares withheld to cover tax obligations.
(4) Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the remaining underlying equity granted to the recipient as part of the March 2023 Annual Grant of 15,632 RSUs. These RSUs vest over three years, where the first third vests on the one-year anniversary of the grant date, March 10, 2024, the next third vests on the two-year anniversary of the grant date, March 10, 2025, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2026, subject to continued employment through such dates. Upon vesting, full shares will be distributed and the fractional shares will be applied to the shares withheld to cover tax obligations.

Remarks:
Power of Attorney on file.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Romine Scott
1 CORPORATE WAY
LANSING, MI 48951

President and CEO, JNLD
Signatures
/s/ Kristan L. Richardson, as Attorney-in-Fact6/20/2023
**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.
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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