Sec Form 4 Filing - Cummings Don W @ Jackson Financial Inc. - 2022-09-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cummings Don W 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) SVP, Controller and CAO (Last) (First) (Middle) 1 CORPORATE WAY 3. Date of Earliest Transaction (MM/DD/YY) 09/15/2022 (Street) LANSING, MI48951 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 09/15/2022 A 119.84 A $ 0 29,234.93 D Common Stock( 2 ) 09/15/2022 A 258.11 A $ 0 29,493.04 D Common Stock( 3 ) 09/15/2022 A 33.28 A $ 0 29,526.32 D Common Stock( 4 ) 09/15/2022 A 82.85 A $ 0 29,609.17 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 5 ) 09/15/2022 A 86.04 ( 5 ) ( 5 ) Common Stock 86.04 $ 0 5,156.24 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cummings Don W 1 CORPORATE WAY LANSING, MI48951 SVP, Controller and CAO Signatures /s/ Kristan L. Richardson, as Attorney-in-Fact 09/19/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the acquisition on September 15, 2022, of dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on October 4, 2021, as part of the Annual Award of 6,751 RSUs. These RSUs vest over 30 months 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, subject to continued employment through such dates. Upon vesting, full shares will be distributed but the fractional shares will be used for share withholding to cover related tax obligations for the Section 16 Officer. ( 2 )Reflects 75% of the acquisition on September 15, 2022, of dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally reported on October 4, 2021, as converted unvested Prudential plc Restricted Stock where the total amount of 19,387 JFI RSUs acquired reflect the underlying: (a) JFI common stock received as a demerger dividend plus (b) converted JFI common stock. These RSUs vest on April 9, 2023, subject to continued employment through such date. Upon vesting, 75% of the total number of RSUs will settle in shares, and the remaining 25% of the RSUs will be paid out in cash (see Footnote 5). Upon vesting, full shares will be distributed but the fractional shares will be used for share withholding to cover related tax obligations for the Section 16 Officer. ( 3 )Reflects the acquisition on September 15, 2022, of dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on October 4, 2021, as part of the 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. Upon vesting, full shares will be distributed but the fractional shares will be used for share withholding to cover related tax obligations for the Section 16 Officer. ( 4 )Reflects the acquisition on September 15, 2022, of dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on March 10, 2022, as part of the 2022 Annual Restricted Share Unit Award of 4,729 RSUs. These RSUs vest over three years, 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. Upon vesting, full shares will be distributed but the fractional shares will be used for share withholding to cover related tax obligations for the Section 16 Officer. ( 5 )Reflects 25% of the acquisition on September 15, 2022, of dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity, as described in Footnote 2, above. As previously reported, 25% of the total RSUs granted or acquired upon vesting will be settled in cash.

Remarks: Power of Attorney on file.

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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