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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Jackson Financial Inc. [ JXN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/09/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Share Units | (1) | 10/04/2021 | A | 19,128 | (1) | (1) | Common Stock | 19,128 | $0.00 | 19,128 | D | ||||
Restricted Share Units(2) | (3) | 12/09/2021 | A | 252.68 | (3) | (3) | Common Stock | 252.68 | $37.85 | 252.68 | D | ||||
Restricted Share Units | (4) | 10/04/2021 | A | 12,003 | (4) | (4) | Common Stock | 12,003 | $0.00 | 12,003 | D | ||||
Restricted Share Units(2) | (5) | 12/09/2021 | A | 158.56 | (5) | (5) | Common Stock | 158.56 | $37.85 | 158.56 | D | ||||
Restricted Share Units | (6) | 10/04/2021 | A | 5,626 | (6) | (6) | Common Stock | 5,626 | $0.00 | 5,626 | D | ||||
Restricted Share Units(2) | (7) | 12/09/2021 | A | 74.32 | (7) | (7) | Common Stock | 74.32 | $37.85 | 74.32 | D |
Explanation of Responses: |
1. Acquired Jackson Financial Inc. (JFI) Restricted Share Units pursuant to the Jackson Financial Inc. 2021 Omnibus Incentive Plan, which was approved by shareholders on April 21, 2021, as a Sign-on Award in connection with Ms. Chelko's acceptance of employment. The Restricted Share Units vest over three years on the following schedule: 6,376 vest March 4, 2022, 10,877 vest March 4, 2023, and 1,875 vest March 4, 2024, subject to Ms. Chelko's continued employment through such dates. |
2. Acquired Restricted Share Units due to dividend reinvestment pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan. |
3. The Restricted Share Units vest over three years on the following schedule: 6,376 vest March 4, 2022, 10,877 vest March 4, 2023, and 1,875 vest March 4, 2024, subject to Ms. Chelko's continued employment through such dates. |
4. Acquired Jackson Financial Inc. (JFI) Restricted Share Units (RSU) and Performance Share Units (PSU) pursuant to the Jackson Financial Inc. 2021 Omnibus Incentive Plan, which was approved by shareholders on April 21, 2021. The JFI 2021 Annual Incentive Awards were approved by JFI's Board of Directors' Compensation Committee on September 20, 2021. 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 April 4, 2024, subject to the Officer's continued employment through such dates. |
5. The Restricted Share Units 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 April 4, 2024, subject to the Officer's continued employment through such dates. |
6. Acquired Jackson Financial Inc. (JFI) Restricted Share Units (RSU) pursuant to the JFI 2021 Omnibus Incentive Plan, which was approved by shareholders on April 21, 2021. The Celebration Award was approved by JFI's Board of Directors' Compensation Committee on September 20, 2021. The RSUs granted under the Celebration Award fully vest on the one-year anniversary of the Grant Date, October 4, 2022, subject to the Officer's continued employment through such date. |
7. The Restricted Share Units granted under the Celebration Award fully vest on the one-year anniversary of the Grant Date, October 4, 2022, subject to the Officer's continued employment through such date. |
Remarks: |
Power of Attorney on file. |
/s/ Kristan L. Richardson, as Attorney-in-Fact | 12/13/2021 | |
** 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. |