Sec Form 4 Filing - Wadsten Marcia Lynn @ Jackson Financial Inc. - 2021-12-09

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 Wadsten Marcia Lynn 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 CFO (Last) (First) (Middle) 1 CORPORATE WAY 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2021 (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 ) 455 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 Unit( 2 ) ( 2 ) 10/04/2021 A 44,196 ( 2 ) ( 2 ) Common Stock 44,196 $ 0 44,196 D Restricted Share Units( 3 ) ( 4 ) 12/09/2021 A 583.83 ( 4 ) ( 4 ) Common Stock 583.83 $ 37.85 583.83 D Restricted Share Unit ( 5 ) 10/04/2021 A 30,007 ( 5 ) ( 5 ) Common Stock 30,007 $ 0 30,007 D Restricted Share Units( 3 ) ( 6 ) 12/09/2021 A 396.39 ( 6 ) ( 6 ) Common Stock 396.39 $ 37.85 396.39 D Restricted Share Units ( 7 ) 10/04/2021 A 5,626 ( 7 ) ( 7 ) Common Stock 5,626 $ 0 5,626 D Restricted Share Units( 3 ) ( 8 ) 12/09/2021 A 74.32 ( 8 ) ( 8 ) Common Stock 74.32 $ 37.85 74.32 D Restricted Share Units ( 9 ) 10/04/2021 A 46,886 ( 9 ) ( 9 ) Common Stock 46,886 $ 0 46,886 D Restricted Share Units( 3 ) ( 10 ) 12/09/2021 A 619.37 ( 10 ) ( 10 ) Common Stock 619.37 $ 37.85 619.37 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wadsten Marcia Lynn 1 CORPORATE WAY LANSING, MI48951 EVP and CFO Signatures /s/ Kristan L. Richardson, as Attorney-in-Fact 12/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Prudential plc American Depositary Receipts (ADRs) were acquired previously as part of participant's long-term incentive compensation prior to the demerger. In connection with the JFI demerger from Prudential plc, the participant acquired Jackson Financial Inc. (JFI) common stock (shares distributed equally on all securities of a class) where holders of vested Prudential plc ADRs received one JFI share of common stock for every 20 vested Prudential plc ADRs. ( 2 )Participant acquired JFI Restricted Share Units (RSUs) upon the conversion of the unvested Prudential plc Restricted Stock received previously under the 2015 Prudential Restricted Stock Plan, where the total amount of JFI RSUs acquired reflect: (a) JFI shares of common stock received as a demerger dividend (one share of JXN for every 20 shares of Prudential plc ADR), plus (b) JFI shares of common stock - determined by calculating the value of the original Prudential plc unvested restricted stock award (using (i) the 10-day average closing value of Prudential plc ADR immediately after September 20, 2021, divided by (ii) the 10-day average closing price of JFI common stock immediately after September 20, 2021). The RSUs fully vest on April 9, 2023. ( 3 )Acquired Restricted Share Units due to dividend reinvestment pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan. ( 4 )The Restricted Share Units fully vest on April 9, 2023. ( 5 )Acquired Jackson Financial Inc. (JFI) Restricted Share Units (RSU) and Performance Share Units (PSU) pursuant to the Jackson Financial Inc. 2021 Omnibus Incentive Plan, which was approved by shareholders on April 21, 2021. The JFI 2021 Annual Incentive Awards were approved by JFI's Board of Directors' Compensation Committee on September 20, 2021. The RSUs vest over three years 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 the Officer's continued employment through such dates. ( 6 )The Restricted Share Units vest over three years 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 the Officer's continued employment through such dates. ( 7 )Acquired Jackson Financial Inc. (JFI) Restricted Share Units (RSU) pursuant to the JFI 2021 Omnibus Incentive Plan, which was approved by shareholders on April 21, 2021. The Celebration Award was approved by JFI's Board of Directors' Compensation Committee on September 20, 2021. The RSUs granted under the Celebration Award fully vest on the one-year anniversary of the Grant Date, October 4, 2022, subject to the Officer's continued employment through such date. ( 8 )The Restricted Share Units granted under the Celebration Award fully vest on the one-year anniversary of the Grant Date, October 4, 2022, subject to the Officer's continued employment through such date. ( 9 )Acquired Jackson Financial Inc. (JFI) Restricted Share Units (RSU) pursuant to the Jackson Financial Inc. 2021 Omnibus Incentive Plan, which was approved by shareholders on April 21, 2021. The Executive Founder's Award was approved by the JFI's Board of Directors' Compensation Committee on September 20, 2021. RSUs awarded under the E xecutive Founder's Award vest over two years in two equal installments with the first half vesting on the one-year anniversary of the Grant Date, October 4, 2022, with the remaining half vesting on the two-year anniversary of the Grant Date, October 4, 2023, subject to the Officer's continued employment through such dates. ( 10 )Restricted Share Units awarded under the Executive Founder's Award vest over two years in two equal installments with the first half vesting on the one-year anniversary of the Grant Date, October 4, 2022, with the remaining half vesting on the two-year anniversary of the Grant Date, October 4, 2023, subject to the Officer's continued employment through such dates.

Remarks: Power of Attorney on file.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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