Derek G Kirkland Form 4 Jackson Financial / Derek G Kirkland 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^*

Kirkland Derek 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)
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)								5,700.32	D
Common Stock(2)	03/23/2022		A		70.26	A	$44.62	5,770.58	D
Common Stock(3)								8,936.86	D
Common Stock(4)	03/23/2022		A		24.4	A	$44.62	8,961.26	D
Common Stock(5)								12,755.73	D
Common Stock(6)	03/23/2022		A		46.77	A	$44.62	12,802.5	D
Common Stock(7)								13,084.17	D
Common Stock(8)	03/23/2022		A		3.47	A	$44.62	13,087.64	D
Common Stock(9)								18,587.64	I	Family Trust
Common Stock(10)								19,587.64	I	Family Trust

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. Previously reported (on Table II) Director Founder's Award of 5,626 Restricted Shares ("RS") granted on October 4, 2021. The RS 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. The total number of RS also reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 74.32 RS, which are subject to the same terms and conditions as the underlying equity.

2. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 70.26 Restricted Shares ("RS"), as described in footnote 1, which are subject to the same terms and conditions as the underlying equity.

3. Previously reported (on Table II) Director's Annual Equity in Lieu of Cash Award of 3,125 Restricted Shares ("RS") granted on October 4, 2021 as part of annual director compensation for the service period September 13, 2021 - May 31, 2022, where the Director elected for the "cash portion" of compensation to receive 3,125 RS. The RS 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. The total number of RS also reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 41.28 RS, which are subject to the same terms and conditions as the underlying equity.

4. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 24.40 Restricted Shares ("RS") on the remaining RS described in footnote 3, as well as the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 41.28 RS on the total granted RS, which are subject to the same terms and conditions as the underlying equity.

5. Previously reported (on Table II) Director's Annual Equity Retainer Award of 3,745 Restricted Shares ("RS") granted on October 4, 2021 as part of annual director compensation for the service period September 13, 2021 - May 31, 2022, for service provided from October 1, 2021 - May 31, 2022. The RS fully vest on the first anniversary of the grant date, October 4, 2022, subject to the Director's continued service through such date. The total number of RS also reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 49.47 RS, which are subject to the same terms and conditions as the underlying equity.

6. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 46.77 Restricted Shares ("RS") described in footnote 5, which are subject to the same terms and conditions as the underlying equity.

7. Previously reported (on Table II) Annual Director Equity Award of 278 Restricted Share Units ("RSUs") granted on October 4, 2021. These RSUs are for the service period of September 13, 2021 - September 30, 2021 and fully vest on the one-year anniversary of the grant date, October 4, 2022, subject to continued service through such dates. The total number of RSUs also reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 3.67 RSUs, which are subject to the same terms and conditions as the underlying equity.

8. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 3.47 Restricted Shares Units ("RSUs") as described in footnote 7, which are subject to the same terms and conditions as the underlying equity.

9. The total number reflects 5,500 shares previously reported that are held in the The Kirkland Family Trust DTD 3/26/10, where Mr. Kirkland and his spouse are grantors, beneficiaries and trustees.

10. The total number reflects 1,000 shares previously reported that are held in the The Kirkland Family Trust DTD 3/26/10, where Mr. Kirkland and his spouse are grantors, beneficiaries and trustees.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	03/25/2022
	** Signature of Reporting Person	Date
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