Sec Form 4 Filing - Lippert Martin J @ Jackson Financial Inc. - 2021-12-31

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 Lippert Martin J 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) 12/31/2021 (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 ) 5,700.32 D Common Stock 12/31/2021 A( 2 ) 3,166.28( 2 ) A $ 0 8,866.6 D Common Stock( 3 ) 12,942.74 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 Lippert Martin J 1 CORPORATE WAY LANSING, MI48951 X Signatures /s/ Kristan L. Richardson, as Attorney-in-Fact 01/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person has reported prior awards of Restricted Share Units (RSUs) in Table II on Form 4. The prior awards reflect the Founder's Award of 5,626 RSUs granted on October 4, 2021, which 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. The reported transaction also reflects the acquisition on December 9, 2021, of 74.32 RSUs due to dividend reinvestment, which follow the same terms and conditions as the underlying equity. The total reported in Column 5 therefore includes all RSUs previously reported in Table II. ( 2 )The reporting person has reported prior awards of Restricted Share Units (RSUs) in Table II on Form 4. The prior awards reflects equity received in lieu of cash retainer as part of the annual director's compensation of 3,125 RSUs on October 4, 2021, which vests over eight months with three-eighths (1,171) vesting on December 31, 2021, the next three-eighths vesting on March 31, 2022, and the remaining two-eighths vesting on May 31, 2022. The reported transaction also reflects the acquisition on December 9, 2021, of 41.28 RSUs due to dividend reinvestment, which follow the same terms and conditions as the underlying equity. The total reported in Column 5 therefore includes all RSUs, vested and unvested, previously reported in Table II. ( 3 )The reporting person has reported prior awards of Restricted Share Units (RSU's) in Table II on Form 4. The prior awards reflects the Annual Director's Equity Award of 4,023 RSUs granted on October 4, 2021, which fully vest on the first anniversary of the grant date, October 4, 2022. The reported transaction also reflects the acquisition on December 9, 2021, of 53.14 RSUs due to dividend reinvestment, which follow the same terms and conditions as the underlying equity. The total reported in Column 5 therefore includes all RSUs previously reported in Table II.

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).

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