| 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) 02/02/2022 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock(1) | 10,745.73 | D | ||||||||
| Common Stock(2) | 12,645.5 | D | ||||||||
| Common Stock(3) | 20,911.5 | D | ||||||||
| Common Stock(4) | 02/02/2022 | A | 24,104.3 | A | $0.00 | 45,015.8 | D | |||
| Common Stock(5) | 03/10/2022 | A | 16,615 | A | $0.00 | 61,630.8 | D | |||
| 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 | ||||||||
| Explanation of Responses: |
| 1. Previously reported (on Table II) Annual Award of 10,502 Restricted Share Units (RSUs) granted on October 4, 2021. These RSUs vest over 30 months in three equal 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 continued employment 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 138.73 RSUs, which are subject to the same terms and conditions as the underlying equity. |
| 2. Previously reported (on Table II) Celebration Award of 1,875 Restricted Share Units (RSUs) granted on October 4, 2021. These RSUs fully vest on the one-year anniversary of the grant date, October 4, 2022, subject to continued employment through such date. The number of RSUs also reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 24.77 RSUs, which are subject to the same terms and conditions as the underlying equity. |
| 3. Previously reported (on Table II) Annual Award of 8,266 Restricted Share Units (RSUs) granted on December 27, 2021, which reflects an adjustment to Mr. Romine's annual grant received on October 4, 2021 in connection with his promotion. The RSUs vest over 30 months in three equal 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. |
| 4. In 2019, Mr. Romine received from our former parent, Prudential, plc, 19,955 Performance Share Units ("PSUs"), which were converted into PSUs of Jackson Financial Inc. on September 13, 2021. Column 4 reflects the number of shares of common stock "earned" based on achievement of performance metrics for the period January 1, 2019 through December 31, 2021. The shares will not vest, or be delivered to Mr. Romine, until April 2, 2022, so long as Mr. Romine remains employed through such date. |
| 5. The 2022 Annual Restricted Share Unit Award was granted on March 10, 2022. The Restricted Share Units ("RSUs") vest over three years in equal installments, where the first third vests on the one-year anniversary of the grant date, March 10, 2023, the next third vests on the two-year anniversary of the grant date, March 10, 2024, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2025. |
| Remarks: |
| Power of Attorney on file. |
| /s/ Kristan L. Richardson, as Attorney-in-Fact | 03/14/2022 | |
| ** 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). | ||
| ** 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. | ||
