Sec Form 4 Filing - PRUDENTIAL PLC @ Jackson Financial Inc. - 2021-09-08

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 PRUDENTIAL PLC 2. Issuer Name and Ticker or Trading Symbol Jackson Financial Inc. [ JXN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1 ANGEL COURT, 3. Date of Earliest Transaction (MM/DD/YY) 09/08/2021 (Street) LONDON, X0EC2R 7AG 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class A Common Stock 09/08/2021 J( 1 ) 177 ( 1 ) D $ 0 0 ( 1 ) I By PUSH ( 2 ) Class A Common Stock 09/08/2021 J( 1 ) 177 ( 1 ) A $ 0 177 ( 1 ) I By PCAL ( 3 ) Class A Common Stock 09/08/2021 J( 1 ) 177 ( 1 ) D $ 0 0 ( 1 ) I By PCAL ( 3 ) Class A Common Stock 09/08/2021 J( 1 ) 177 ( 4 ) A $ 0 177 ( 4 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PRUDENTIAL PLC 1 ANGEL COURT LONDON, X0EC2R 7AG X Prudential (US Holdco 1) Ltd C/O PRUDENTIAL PLC 1 ANGEL COURT LONDON, X0EC2R 7AG X Prudential Corp Asia Ltd C/O PRUDENTIAL PLC 1 ANGEL COURT LONDON, X0EC2R 7AG X Signatures Prudential plc: /s/ Kristan L. Richardson, as Attorney-in-Fact 09/08/2021 Signature of Reporting Person Date Prudential (US Holdco 1) Limited: /s/ Kristan L. Richardson, as Attorney-in-Fact 09/08/2021 Signature of Reporting Person Date Prudential Corporation Asia Limited: /s/ Kristan L. Richardson, as Attorney-in-Fact 09/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 8, 2021, Prudential (US Holdco 1) Limited ("PUSH") transferred all of the 800 shares of Class A common stock of the Issuer of which it is the record holder to Prudential Corporation Asia Limited ("PCAL"), and PCAL transferred all such 800 shares to Prudential plc ("Prudential"). Following these transfers, Prudential is the record holder of all 800 shares of Class A common stock of the Issuer directly, and PUSH and PCAL ceased to beneficially own any securities. As previously reported on September 2, 2021, Prudential will distribute approximately 77.9% of the shares of Class A common stock of the Issuer it holds on a pro rata basis to Prudential shareholders as of the record date of September 2, 2021. As a result, as of September 2, 2021, Prudential's reported beneficial ownership of shares of Class A common stock of the Issuer was reduced to 177 shares. ( 2 )The securities reported were held directly by PUSH and may have been deemed to be beneficially owned by PCAL and Prudential, because PCAL is the direct owner of PUSH, and Prudential is the direct owner of PCAL. ( 3 )The securities reported were held directly by PCAL and may have been deemed to be beneficially owned by Prudential because Prudential is the direct owner of PCAL. ( 4 )Prudential currently is the record holder of 800 shares of Class A common stock of the Issuer, before giving effect to the 104,960.3836276-for-1 stock split to be effected prior to the distribution date. The distribution date will be September 13, 2021 for Prudential shareholders on the register of members of Prudential kept in the UK, September 17, 2021 for Prudential ADRs and September 24, 2021 for Prudential shareholders on the Hong Kong overseas branch register of members of Prudential. The number of shares of Class A common stock of the Issuer to be distributed by Prudential will be based on the distribution ratio of one share of Class A common stock of the Issuer for every 40 Prudential ordinary shares held by record holders on the record date of September 2, 2021.

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).

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