Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Raub Christopher

(Last)

(First)

(Middle)

1 CORPORATE WAY

(Street)

LANSING

48951

(City)

(State)

(Zip)

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)
EVP and Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	12/14/2023		A		58.99	A	$0.00	17,324.52	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units	⁽²⁾	12/14/2023		A⁽³⁾		53.55⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	53.55	$0.00	18,340.55	D
Restricted Share Units	⁽²⁾	12/14/2023		A⁽⁴⁾		73.73⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	73.73	$0.00	18,414.28	D
Restricted Share Units	⁽²⁾	12/14/2023		A⁽⁵⁾		95.53⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	95.53	$0.00	18,514.91⁽⁶⁾	D

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 underlying equity granted to the recipient as the September 2023 Mid-Cycle Grant. These RSUs vest over three years, where the first third vests on the one-year anniversary of the grant date, September 10, 2024, the next third vests on the two-year anniversary of the grant date, September 10, 2025, and the remaining third vests on the three-year anniversary of the the grant date, September 10, 2026. Upon vesting, full shares will be distributed and the fractional shares will be applied to the shares withheld to cover tax obligations.

2. Each restricted stock unit represents a contingent right to receive one share of JFI common stock.

3. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to the recipient as the October 2021 Annual Grant. The RSUs vest in three equal annual installments with distributions settled in cash. The first third vested on October 4, 2022, the next third vested on October 4, 2023, and the remaining third vests on April 4, 2024.

4. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to the recipient as the March 2022 Annual Grant. The RSUs vest in three equal annual installments with distributions settled in cash. The first third vested on March 10, 2023, the next third vests on March 10, 2024, and the remaining third on March 10, 2025.

5. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to the recipient as the March 2023 Annual Grant. The RSUs vest in three equal annual installments with distributions settled in cash. The first third vests on March 10, 2024, the second third on March 10, 2025, and the remaining third on March 10, 2026.

6. The total reflects adjustments to correct inadvertent errors in the number of shares awarded in the March 10, 2023, equity grant, and subsequent accruals of dividend equivalent units in March, June, and September, the number of RSUs that vested on an accelerated basis on November 29, 2023, and the number of shares withheld on that date.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	12/18/2023
	** Signature of Reporting Person	Date
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).
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