Sec Form 4 Filing - Kirkland Derek G @ Jackson Financial Inc. - 2021-12-14

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 12/14/2021 (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 12/14/2021 P 5,500 A $ 38.05( 1 ) 18,161.07 I( 2 ) Family Trust( 2 ) Common Stock 12/14/2021 P 1,000 A $ 38.63( 3 ) 19,161.07 I( 2 ) Family Trust( 2 )

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 Restricte d Share Units ( 4 ) 10/04/2021 A 278( 4 ) ( 4 ) ( 4 ) Common Stock 278( 4 ) $ 0 278 D Restricted Share Units( 5 ) ( 6 ) 12/09/2021 A 3.67( 6 ) ( 6 ) ( 6 ) Common Stock 3.67( 6 ) $ 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 12/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions ranging from $37.53 to $38.40, inclusive. Mr. Kirkland undertakes to provide to Jackson Financial Inc., any security holder of Jackson Financial Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in this Footnote. ( 2 )These shares are held by The Kirkland Family Trust DTD 3/26/10, where Mr. Kirkland and his spouse are grantors, beneficiaries and trustees. ( 3 )The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions ranging from $38.55 to $38.71, inclusive. Mr. Kirkland undertakes to provide to Jackson Financial Inc., any security holder of Jackson Financial Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in this Footnote. ( 4 )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. ( 5 )Acquired Restricted Share Units due to dividend reinvestment pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan. ( 6 )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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.