Martin J Lippert Form 4 Jackson Financial / Martin J Lippert 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Lippert Martin J

(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)
06/15/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	06/15/2023		A		125.95	A	$0.00	32,275.21	D
Common Stock(2)	06/15/2023		A		69.96	A	$0.00	32,345.17	D
Common Stock(3)	06/15/2023		A		90.06	A	$0.00	32,435.23	D
Common Stock(4)	06/15/2023		A		91.64	A	$0.00	32,526.87	D
Common Stock(5)	06/15/2023		A		76.36	A	$0.00	32,603.23	D
Common Stock(6)	06/15/2023		A		113.91	A	$0.00	32,717.14	D
Common Stock(7)	06/15/2023		A		86.3	A	$0.00	32,803.44	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. 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 October 4, 2021, as Director Founders' Award of 5,626 RSUs. The RSUs vest over two years in two equal installments. The first half vested 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. Upon the Director's end of service, the vested RSUs will settle in shares of common stock on a one-for-one basis and any vested fractional shares will be paid out in cash.

2. 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 on October 4, 2021, as part of annual director compensation, where the Director elected equity in lieu of cash as part of annual director compensation for the "cash portion" and is to receive 3,125 RSUs. The RSUs have fully vested. Upon the Director's end of service, the vested RSUs will settle in shares of common stock on a one-for-one basis and any vested fractional shares will be paid out in cash.

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 on October 4, 2021, as annual director compensation, where the Director received 4,023 RSUs. The RSUs have fully vested. Upon the Director's end of service, the vested RSUs will settle in shares of common stock on a one-for-one basis and any vested fractional shares will be paid out in cash.

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 on June 9, 2022, as annual director compensation, where the Director received 4,282 RSUs. The RSUs have fully vested. Upon the Director's end of service, the vested RSUs will settle in shares of common stock on a one-for-one basis and any vested fractional shares will be paid out in cash.

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 on June 9, 2022, as part of annual director compensation, where the Director elected equity in lieu of cash as part of annual director compensation for the "cash portion" and is to receive 3,568 RSUs. The RSUs have fully vested. Upon the Director's end of service, the vested RSUs will settle in shares of common stock on a one-for-one basis and any vested fractional shares will be paid out in cash.

6. 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 on June 1, 2023, as part of the 2023-2024 Annual Director Compensation. The RSUs fully vest on June 1, 2024, or the next Annual Meeting of Shareholders, whichever comes first, subject to the Director's continued service through such date. Upon the Director's end of service, the vested RSUs will settle in shares of common stock on a one-for-one basis and any vested fractional shares will be paid out in cash.

7. 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 on June 1, 2023, where the Director elected to receive equity in lieu of the cash portion of the 2023-2024 Annual Director Compensation. The RSUs vest in four equal installments on August 31, 2023, November 30, 2023, February 29, 2024, and May 31, 2024, subject to the Director's continued service through such dates. Upon the Director's end of service, the vested RSUs will settle in shares of common stock on a one-for-one basis and any vested fractional shares will be paid out in cash.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	06/20/2023
	** 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).
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.