Sec Form 4 Filing - Prieskorn Laura Louene @ Jackson Financial Inc. - 2022-05-13

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 Prieskorn Laura Louene 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 X __ Officer (give title below) _____ Other (specify below) CEO, President and Director (Last) (First) (Middle) 1 CORPORATE WAY 3. Date of Earliest Transaction (MM/DD/YY) 05/13/2022 (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 05/13/2022 P 4,900 A $ 30.71 261,514.39( 1 ) I 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 Restricted Share Units( 3 ) $ 0 ( 3 ) ( 3 ) Common Stock 13 ,736.16 13,736.16( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Prieskorn Laura Louene 1 CORPORATE WAY LANSING, MI48951 X CEO, President and Director Signatures /s/ Kristan L. Richardson, as Attorney-in-Fact 05/17/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total amount beneficially owned reflects (1) the addition of 4,900 shares purchased in the open market on May 13, 2022; (2) the addition of .45 shares of JFI common stock previously omitted from a Form 4 filed on October 6, 2021, and (3) a removal from Table I to Table II of common stock underlying 13,736.16 Restricted Share Units ("RSUs") that were acquired upon the October 4, 2021 grant of unvested Prudential plc Restricted Stock. One hundred percent (100%) of the RSUs previously were reported in Table I on March 14, 2022, based on an understanding that the RSUs were to settle in shares. It has since been clarified that, upon vesting, 75% of the total number of RSUs acquired in October 2021 will settle in shares, and the remaining 25% of the RSUs will be paid out in cash. The 25% of the RSUs that will be paid out in cash is now properly reported in Table II. These RSUs cliff vest on April 9, 2023. ( 2 )These shares are held in a brokerage account with the account name of L. Prieskorn and C. Prieskorn TTEE, a trust where Mrs. Prieskorn and her spouse are trustees and beneficiaries. ( 3 )Reflects the portion of Restricted Share Units ("RSUs") previously reported on Table I in a Form 4 filed on March 14, 2022 that are settled in cash as described in Footnote 1 above.

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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