Sec Form 4 Filing - Kirkland Derek G @ 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 Kirkland Derek G 2. Issuer Name and Ticker or Trading Symbol Jackson Financial Inc. [ JXN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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 Restricted Shares( 1 ) 10/04/2021 A 5,626 A $ 0 5,626 D Restricted Shares( 2 ) 12/09/2021 A 74.32 A $ 37.85 5,700.32 D Restricted Shares( 3 ) 10/04/2021 A 3,125 A $ 0 8,825.32 D Restricted Shares( 4 ) 12/09/2021 A 41.28 A $ 37.85 8,866.6 D Restricted Shares( 5 ) 10/04/2021 A 3,745 A $ 0 12,611.6 D Restricted Shares( 6 ) 12/09/2021 A 49.47 A $ 37.85 12,661.07 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 ( 7 ) 10/04/2021 A 278( 7 ) ( 7 ) ( 7 ) Common Stock 278( 7 ) $ 0 278 D Restricted Share Units( 8 ) ( 9 ) 12/09/2021 A 3.67( 9 ) ( 9 ) ( 9 ) Common Stock 3.67( 9 ) $ 37.85 3.67 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kirkland Derek G 1 CORPORATE WAY LANSING, MI48951 X Signatures /s/ Kristan L. Richardson, as Attorney-in-Fact 12/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired Jackson Financial Inc. (JFI) Restricted Shares (RS) pursuant to the Jackson Financial Inc. 2021 Omnibus Incentive Plan, which was approved by shareholders on April 21, 2021. The Director Founder's Award was approved by the JFI Board of Directors' Compensation Committee on September 20, 2021. The Restricted Shares vest over two years in two equal installments. The first half shall vest on the one-year anniversary of the Grant Date, October 4, 2022, and the remaining half shall vest on the second anniversary of the Grant Date, October 4, 2023, subject to Mr. Kirkland's continued service through such dates. ( 2 )Acquired Restricted Shares due to dividend reinvestment pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan. The Restricted Shares vest over two years in two equal installments. The first half shall vest on the one-year anniversary of the Grant Date, October 4, 2022, and the remaining half shall vest on the second anniversary of the Grant Date, October 4, 2023, subject to Mr. Kirkland's continued service through such dates. ( 3 )As part of annual director compensation for the service period September 13, 2021 - May 31, 2022, participant elected for the "cash portion" of compensation to receive Restricted Shares, which vest(s) over eight months with three-eighths vesting on December 31, 2021, the next three-eighths vesting on March 31, 2022, and the remaining two-eighths vesting on May 31, 2022, subject to the Director's continued service through such dates. ( 4 )Acquired Restricted Shares due to dividend reinvestment pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan. Restricted Shares vest over eight months with three-eighths vesting on December 31, 2021, the next three-eighths vesting on March 31, 2022, and the remaining two-eighths vesting on May 31, 2022, subject to the Director's continued service through such dates. ( 5 )As part of annual director compensation for the service period September 13, 2021 - May 31, 2022, participant elected to receive Restricted Shares for service provided from October 1, 2021 - May 31, 2022. The Restricted Shares fully vest on the first anniversary of the Grant Date, October 4, 2022, subject to the Director's continued service through such date. ( 6 )Acquired Restricted Shares due to dividend reinvestment pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan. The Restricted Shares fully vest on the first anniversary of the Grant Date, October 4, 2022, subject to the Director's continued service through such date. ( 7 )As part of annual director compensation for the service period September 13, 2021 - May 31, 2022, participant elected to receive the equity component in Restricted Share Units (RSUs) for the service period September 13, 2021 - September 30, 2021, subject to the Director's continued service through such date. The RSUs will fully vest on the one year anniversary of the Grant Date, October 4, 2022. The RSUs shall be paid out in common stock on a 1-1 basis. ( 8 )Acquired Restricted Share Unit due to dividend reinvestment pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan. ( 9 )The Restricted Share Units will fully vest on the one year anniversary of the Grant Date, October 4, 2022.

Remarks: Power of Attorney on file.

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