Jackson Financial Inc. — Director's Dealing 2021

Dec 13, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Jackson Financial Inc. (JXN)
CIK: 0001822993
Period of Report: 2021-12-09

Reporting Person: Myers Paul Chadwick (Vice Chair, JHLLC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-12	Common Stock	P	25	$32.75	Acquired	1660	Indirect
2021-11-12	Common Stock	P	400	$32.69	Acquired	2060	Indirect
2021-11-12	Common Stock	P	37500	$32.94	Acquired	39560	Direct
2021-11-12	Common Stock	P	1000	$33.49	Acquired	40560	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-04	Restricted Share Units	$	A	185006	Acquired		Common Stock (185006)	Direct
2021-12-09	Restricted Share Units	$	A	2443.94	Acquired		Common Stock (2443.94)	Direct
2021-10-04	Restricted Share Units	$	A	54013	Acquired		Common Stock (54013)	Direct
2021-12-09	Restricted Share Units	$	A	713.51	Acquired		Common Stock (713.51)	Direct
2021-10-04	Restricted Share Units	$	A	5626	Acquired		Common Stock (5626)	Direct
2021-12-09	Restricted Share Units	$	A	74.32	Acquired		Common Stock (74.32)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions ranging from $32.80 to $33.11, inclusive. Mr. Myers 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 1.

F2: This is a uniform transfer to minor's account; thus, shares are held in a Custodian Account for son, where Mr. Myers is the custodian.

F3: The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions ranging from $32.67 to $32.72, inclusive. Mr. Myers 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 3.

F4: Shares held in a Traditional Individual Retirement Account in spouse's name only.

F5: The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions ranging from $32.48 to $33.45, inclusive. Mr. Myers 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 5.

F6: Shares held in Joint Brokerage Account in both Mr. Myers's and spouse's name as joint owners.

F7: Participant acquired JFI Restricted Share Units (RSUs) upon the conversion of the unvested Prudential plc Restricted Stock received previously under the 2015 Prudential Restricted Stock Plan, where the total amount of JFI RSUs acquired reflect: (a) JFI shares of common stock received as a demerger dividend (one share of JXN for every 20 shares of Prudential plc ADR), plus (b) JFI shares of common stock - determined by calculating the value of the original Prudential plc unvested restricted stock award (using (i) the 10-day average closing value of Prudential plc ADR immediately after September 20, 2021, divided by (ii) the 10-day average closing price of JFI common stock immediately after September 20, 2021). The RSUs fully vest on April 9, 2023.

F8: Acquired Restricted Share Units due to dividend reinvestment pursuant to terms of the Jackson Financial Inc. 2021 Omnibus Incentive Plan.

F9: The Restricted Share Units fully vest on April 9, 2023.

F10: Acquired Jackson Financial Inc. (JFI) Restricted Share Units (RSU) and Performance Share Units (PSU) pursuant to the Jackson Financial Inc. 2021 Omnibus Incentive Plan, which was approved by shareholders on April 21, 2021. The JFI 2021 Annual Incentive Awards were approved by JFI's Board of Directors' Compensation Committee on September 20, 2021. The RSUs vest over three years in three installments with the first third vesting on the one-year anniversary of the Grant Date, October 4, 2022, the next third vesting on the two-year anniversary of the Grant Date, October 4, 2023, and the remaining third vesting on April 4, 2024, subject to the Officer's continued employment through such dates.

F11: The Restricted Share Units vest over three years in three installments with the first third vesting on the one-year anniversary of the Grant Date, October 4, 2022, the next third vesting on the two-year anniversary of the Grant Date, October 4, 2023, and the remaining third vesting on April 4, 2024, subject to the Officer's continued employment through such dates.

F12: Acquired Jackson Financial Inc. (JFI) Restricted Share Units (RSU) pursuant to the JFI 2021 Omnibus Incentive Plan, which was approved by shareholders on April 21, 2021. The Celebration Award was approved by JFI's Board of Directors' Compensation Committee on September 20, 2021. The RSUs granted under the Celebration Award fully vest on the one-year anniversary of the Grant Date, October 4, 2022, subject to the Officer's continued employment through such date.

F13: The Restricted Share Units granted under the Celebration Award fully vest on the one-year anniversary of the Grant Date, October 4, 2022, subject to the Officer's continued employment through such date.