Kandarian Steven A Form 4 Jackson Financial / STEVEN A KANDARIAN ownership change

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).

1. Name and Address of Reporting Person^*

KANDARIAN STEVEN A

(Last) (First) (Middle)

1 CORPORATE WAY

(Street)

LANSING MI 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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	06/16/2022		A		916.03	A	$0.00	73,431.4	D
Common Stock(2)	06/16/2022		A		251.91	A	$0.00	73,683.31	D
Common Stock(3)	06/16/2022		A		83.96	A	$0.00	73,767.27	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. Reflects the acquisition on June 16, 2022 of dividend equivalents in the form of Restricted Share Units ("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 45,011 RSUs. The RSUs vest over three years in three installments with the first third vesting on the one-year anniversary of the grant date, October 4, 2022, the next third vesting on the two-year anniversary of the grant date, October 4, 2023, and the remaining third vesting on the three-year anniversary of the grant date, October 4, 2024, subject to the Director's continued service through such date. Upon the Director's termination, the RSUs will settle and any fractional shares will be paid out in cash.

2. Reflects the acquisition on June 16, 2022 of dividend equivalents in the form of Restricted Share Units ("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 12,378 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. Upon the Director's termination, the RSUs will settle and any fractional shares will be paid out in cash.

3. Reflects the acquisition on June 16, 2022 of dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to recipient on January 31, 2022 as part of annual director compensation for service provided from February 1, 2021 to May 31, 2021, where the Director received 4,180 RSUs. These RSUs fully vest on the one-year anniversary of the original Annual Director's Equity Award grant date, October 4, 2022, subject to the Director's continued service through such date. Upon the Director's termination, the RSUs will settle and any fractional shares will be paid out in cash.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	06/17/2022
	** 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).
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