Lily Fu Claffee Form 4 Jackson Financial / Lily Fu Claffee 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^*

Claffee Lily Fu

(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)
03/23/2022

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)	03/23/2022		A		70.26	A	$44.62	13,013	D
Common Stock(2)	03/23/2022		A		39.03	A	$44.62	13,052.03	D
Common Stock(3)	03/23/2022		A		50.24	A	$44.62	13,102.27	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. 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 39.03 Restricted Share Units ("RSUs"), as well as the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 41.28 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 3,125 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).
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