Jackson Financial (JXN) Form 4 Jackson Financial / Russell G Noles 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^*

Noles Russell G

(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)
06/20/2024

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	06/20/2024		A(1)		3.13	A	$0.00	29,822.4	D
Common Stock	06/20/2024		A(2)		46.05	A	$0.00	29,868.45	D
Common Stock	06/20/2024		A(3)		57.24	A	$0.00	29,925.69	D
Common Stock	06/20/2024		A(4)		20.68	A	$0.00	29,946.37	D
Common Stock	06/20/2024		A(5)		20.04	A	$0.00	29,966.41	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") that are subject to the same terms and conditions as the underlying equity from the October 4, 2021 Annual Director Retainer. The underlying RSUs and dividend equivalents received are fully vested. Upon the Director's end of service, vested RSUs will settle in shares of common stock on a one-for-one basis and the vested fractional share will be paid out in cash.

2. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs") that are subject to the same terms and conditions as the underlying equity from the June 9, 2022 Annual Director Retainer. The underlying RSUs and dividend equivalents received are fully vested. Upon the Director's end of service, vested RSUs will settle in shares of common stock on a one-for-one basis and the vested fractional share will be paid out in cash.

3. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs") that are subject to the same terms and conditions as the underlying equity from the June 1, 2023 Annual Director Retainer. The underlying RSUs and dividend equivalents received are fully vested. Upon the Director's end of service, vested RSUs will settle in shares of common stock on a one-for-one basis and the vested fractional share will be paid out in cash.

4. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs") that are subject to the same terms and conditions as the underlying equity from the June 1, 2024 Annual Director Retainer. The RSUs fully vest on June 1, 2025, 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, vested RSUs will settle in shares of common stock on a one-for-one basis and the vested fractional share will be paid out in cash.

5. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs") that are subject to the same terms and conditions as the underlying equity where the Director elected to receive equity in lieu of (a) the cash portion of the June 1, 2024 Annual Director Retainer, plus (b) the Finance and Risk Committee cash retainer. The underlying RSUs vest quarterly in four equal installments, subject to the Director's continued service through such dates. Upon the Director's end of service, vested RSUs will settle in shares of common stock on a one-for-one basis and the vested fractional share will be paid out in cash

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	06/24/2024
	** 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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