Christopher Raub Form 4 Jackson Financial / Christopher Raub 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^*

Raub Christopher

(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)
EVP and Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2023

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

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	(1)	06/15/2023		A(2)		172.64(2)		(2)	(2)	Common Stock	172.64	$0.00	22,307.11	D
Restricted Share Units	(1)	06/15/2023		A(3)		118.85(3)		(3)	(3)	Common Stock	118.85	$0.00	22,425.96	D
Restricted Share Units	(1)	06/15/2023		A(4)		158.9(4)		(4)	(4)	Common Stock	158.9	$0.00	22,584.86	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of JFI common stock.

2. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the remaining underlying equity granted to the recipient as the October 2021 Annual Grant. The RSUs vest in three equal annual installments with distributions settled in cash. The first third vested on October 4, 2022, the next third vests on October 4, 2023, and the remaining third vests on April 4, 2024, subject to continued employment through such dates.

3. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the remaining underlying equity granted to the recipient as the March 2022 Annual Grant. The RSUs vest in three equal annual installments with distributions settled in cash. The first third vested on March 10, 2023, the next third vests on March 10, 2024, and the remaining third vests on March 10, 2025, subject to continued employment through such dates.

4. Acquired dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to the recipient as the March 2023 Annual Grant. The RSUs vest in three equal annual installments with distributions settled in cash. The first third vests on March 10, 2024, the next third on March 10,2025, and the remaining third vests on March 10, 2026, subject to continued employment through such dates.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	06/20/2023
	** 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).
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