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 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Jackson Financial Inc. [ JXN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 03/23/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 03/23/2022 | A | 70.26 | A | $44.62 | 13,646.26 | D | |||
| Common Stock(2) | 03/23/2022 | A | 46.83 | A | $44.62 | 13,693.09 | D | |||
| Common Stock(3) | 03/23/2022 | A | 50.24 | A | $44.62 | 13,743.33 | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 70.26 Restricted Share Units ("RSUs"), as well as the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 74.32 RSUs, which are subject to the same terms and conditions as the underlying equity originally granted to recipient on October 4, 2021 as Director Founder's Award of 5,626 RSUs. The RSUs vest over two years in two equal installments. The first half shall vest 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 dates. |
| 2. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 46.83 Restricted Share Units ("RSUs"), as well as the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 49.54 RSUs, which are subject to the same terms and conditions as the underlying equity originally granted to recipient on October 4, 2021 as part of annual director compensation, where the Director elected for the "cash portion" of compensation to receive 3,750 shares of RSUs. The RSUs vest over eight months with three-eighths vesting on December 31, 2021, the next three-eighths vesting on March 31, 2022, and the remaining two-eighths vesting on May 31, 2022, subject to the Director's continued service through such dates. |
| 3. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 50.24 Restricted Share Units ("RSUs"), as well as the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 53.14 RSUs, which are subject to the same terms and conditions as the underlying equity originally granted to recipient on October 4, 2021 as part of annual director compensation, where the Director received 4,023 RSUs. The RSUs fully vest on the first anniversary of the grant date, October 4, 2022, subject to the Director's continued service through such date. |
| Remarks: |
| Power of Attorney on file. |
| /s/ Kristan L. Richardson, as Attorney-in-Fact | 03/25/2022 | |
| ** 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). | ||
| 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 Number. | ||