Sec Form 4 Filing - Myers Paul Chadwick @ Jackson Financial Inc. - 2022-02-02

Insider filing report for Changes in Beneficial Ownership
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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
Myers Paul Chadwick
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)
Vice Chair, JHLLC
(Last) (First) (Middle)
1 CORPORATE WAY
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2022
(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 ( 1 ) 02/02/2022 M( 1 ) 41,330.19 ( 3 ) A $ 0 424,111.16 D
Common Stock ( 2 ) 04/02/2022 D( 2 ) 41,330.19 ( 3 ) D $ 43.21 382,780.97 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 ( 1 ) 02/02/2022 A 41,330.19 ( 3 ) ( 1 ) ( 1 ) Common Stock 41,330.19 ( 3 ) $ 0 91,321.73 D
Restricted Share Units ( 2 ) 04/02/2022 M 41,330.19 ( 3 ) ( 2 ) ( 2 ) Common Stock 41,330.19 ( 3 ) $ 43.21 49,991.54 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Myers Paul Chadwick
1 CORPORATE WAY
LANSING, MI48951
Vice Chair, JHLLC
Signatures
/s/ Kristan L. Richardson, as Attorney-in-Fact 03/28/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the acquisition of cash-settled units earned based on achievement of performance metrics of the 174,168 Jackson Financial Inc. Performance Share Units ("PSUs"), which were converted from the 2019 PLTIP PSUs on October 4, 2021. All of the earned units vested on April 2, 2022. The previously filed Form 4 failed to report the acquisition of the cash-settled earned units, and reported the acquisition of only the 75% of share-settled earned units.
( 2 )Reflects the cash settlement of 25% of the converted units that were earned on February 2, 2022, and vested on April 2, 2022.
( 3 )The reported number, 41,330.19, does not reflect the total of (a) the number of earned "restricted share units" settled in cash, and (b) dividend equivalents from December 2021 and March 2022, all of which vested on April 2, 2022. On March 24, 2022, we erroneously over-reported 509.45dividend equivalents distributed on the earned 123,988.57 "restricted share units" (75% settled in shares) in Table I that should have been reported on the same date but in Table II on the earned 41,330.19 "restricted share units" (25% settled in cash). Despite the incorrect reporting in Table I, upon vesting, the 509.45 dividend equivalents settled in cash, not shares.

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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