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*
(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) 03/23/2022 | ||||||||||||||||||||||||||
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) | 03/23/2022 | A | 131.16 | A | $44.62 | 61,761.96 | D | |||
Common Stock(2) | 03/23/2022 | A | 23.42 | A | $44.62 | 61,785.38 | D | |||
Common Stock(3) | 03/23/2022 | A | 101.89 | A | $44.62 | 61,887.27 | D | |||
Common Stock(4) | 03/23/2022 | A | 422.88 | A | $44.62 | 62,310.15 | D | |||
Common Stock(5) | 03/23/2022 | A | 204.8 | A | $44.62 | 62,514.95 | 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. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 131.16 Restricted Share Units ("RSUs"), as well as 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 originally granted to recipient on October 4, 2021 as part of Annual Award of 10,502 RSUs. 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. |
2. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 23.42 Restricted Share Units ("RSUs"), as well as 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 originally granted to recipient on October 4, 2021 as part of Celebration Award of 1,875 RSUs. These RSUs fully vest on the one-year anniversary of the grant date, October 4, 2022, subject to continued employment through such date. |
3. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 101.89 Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to recipient on December 27, 2021 of 8,266 RSUs, which reflects an adjustment to Mr. Romine's annual grant received in October 4, 2021 in connection with his promotion. The RSUs vest over 30 months in three equal installments with the first third vesting on the one-year anniversary of the grant date, December 27, 2022, the next third vesting on the two-year anniversary of the grant date, December 27, 2023, and the remaining third vesting on June 27, 2024. |
4. The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 422.88 Performance Share Units ("PSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to recipient in 2019 from our former parent, Prudential plc, of 19,955 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 total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 204.80 Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to recipient on March 10, 2022 as part of the 2022 Annual Restricted Share Unit Award of 16,615 RSUs. The 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, subject to continued employment through such dates. |
Remarks: |
Power of Attorney on file. |
/s/ Kristan L. Richardson, as Attorney-in-Fact | 03/24/2022 | |
** 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. |