Scott Romine Form 4 Jackson Financial / Scott Romine 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^*

Romine Scott

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO, JNLD

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2021

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)								105	D(2)

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
Restricted Share Units(3)	$0.00	10/04/2021		A		10,502		(3)	(3)	Common Stock	10,502	$0.00	10,502	D
Restricted Share Units(4)	$0.00	12/09/2021		A		138.73		(5)	(5)	Common Stock	138.73	$0.00	138.73	D
Restricted Share Units(6)	$0.00	10/04/2021		A		1,875		(6)	(6)	Common Stock	1,875	$0.00	1,875	D
Restricted Share Units(4)	$0.00	12/09/2021		A		24.77		(7)	(7)	Common Stock	24.77	$0.00	24.77	D
Restricted Share Units(8)	$0.00	12/27/2021		A		8,266		(8)	(8)	Common Stock	8,266	$0.00	8,266	D

Explanation of Responses:

1. Vested Prudential plc American Depositary Receipts (ADRs) were acquired previously as part of participant's long-term incentive compensation prior to the demerger. In connection with the JFI demerger from Prudential plc, the participant acquired Jackson Financial Inc. (JFI) common stock (shares distributed equally on all securities of a class) where holders of vested Prudential plc ADRs received one JFI share of common stock for every 20 vested Prudential plc ADRs.

2. Shares held in Joint Brokerage Account in both Mr. Romine and spouse's name as joint owners.

3. The Annual Restricted Share Unit award was granted on October 4, 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.

4. Acquired Restricted Share Units due to dividend reinvestment received on December 9, 2021 pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan.

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.

6. The Celebration Award of Restricted Share Units was granted on October 4, 2021. The RSUs fully vest on the one-year anniversary of the grant date, October 4, 2022.

7. The Restricted Share Units fully vest on the one-year anniversary of the grant date, October 4, 2022.

8. The Annual Restricted Share Unit award was granted on December 27, 2021, which reflects an adjustment to Mr. Romine's annual grant received on October 4, 2021, in connection with Mr. Romine's promotion. The RSUs vest over three years in three installments with the first third (2,755) vesting on the one-year anniversary of the grant date, December 27, 2022, the next third (2,755) vesting on the two-year anniversary of the grant date, December 27, 2023, and the remaining third (2,756) vesting on June 27, 2024.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	12/29/2021
	** 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.