Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Prieskorn Laura Louene
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2. Issuer Name and Ticker or Trading Symbol
Jackson Financial Inc. [JXN]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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CEO, President and Director /
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(Last)
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(First)
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(Middle)
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1 CORPORATE WAY
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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LANSING
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MI
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48951
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Prieskorn Laura Louene
1 CORPORATE WAY
LANSING, MI48951
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X
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CEO, President and Director
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Signatures
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/s/ Kristan L. Richardson, as Attorney-in-Fact
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2022-05-17
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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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.
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(2)
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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.
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(3)
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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.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
