Jackson Financial Inc. — Director's Dealing 2022

Mar 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Jackson Financial Inc. (JXN)
CIK: 0001822993
Period of Report: 2022-03-23

Reporting Person: Kirkland Derek G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-23	Common Stock	A	70.26	$44.62	Acquired	5770.58	Direct
2022-03-23	Common Stock	A	24.40	$44.62	Acquired	8961.26	Direct
2022-03-23	Common Stock	A	46.77	$44.62	Acquired	12802.50	Direct
2022-03-23	Common Stock	A	3.47	$44.62	Acquired	13087.64	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5700.32	Direct
Common Stock	8936.86	Direct
Common Stock	12755.73	Direct
Common Stock	13084.17	Direct
Common Stock	18587.64	Indirect
Common Stock	19587.64	Indirect

Footnotes

F1: Previously reported (on Table II) Director Founder's Award of 5,626 Restricted Shares ("RS") granted on October 4, 2021. The RS 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 second half shall vest on the two-year anniversary of the grant date, October 4, 2023, subject to the Director's continued service through such dates. The total number of RS also reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 74.32 RS, which are subject to the same terms and conditions as the underlying equity.

F2: The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 70.26 Restricted Shares ("RS"), as described in footnote 1, which are subject to the same terms and conditions as the underlying equity.

F3: Previously reported (on Table II) Director's Annual Equity in Lieu of Cash Award of 3,125 Restricted Shares ("RS") granted on October 4, 2021 as part of annual director compensation for the service period September 13, 2021 - May 31, 2022, where the Director elected for the "cash portion" of compensation to receive 3,125 RS. The RS vest over eight months with three-eighths vesting on December 31, 2021, the next three-eighths vesting on March 31, 2022, and the remaining two-eighths vesting on May 31, 2022, subject to the Director's continued service through such dates. The total number of RS also reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 41.28 RS, which are subject to the same terms and conditions as the underlying equity.

F4: The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 24.40 Restricted Shares ("RS") on the remaining RS described in footnote 3, as well as the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 41.28 RS on the total granted RS, which are subject to the same terms and conditions as the underlying equity.

F5: Previously reported (on Table II) Director's Annual Equity Retainer Award of 3,745 Restricted Shares ("RS") granted on October 4, 2021 as part of annual director compensation for the service period September 13, 2021 - May 31, 2022, for service provided from October 1, 2021 - May 31, 2022. The RS fully vest on the first anniversary of the grant date, October 4, 2022, subject to the Director's continued service through such date. The total number of RS also reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 49.47 RS, which are subject to the same terms and conditions as the underlying equity.

F6: The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 46.77 Restricted Shares ("RS") described in footnote 5, which are subject to the same terms and conditions as the underlying equity.

F7: Previously reported (on Table II) Annual Director Equity Award of 278 Restricted Share Units ("RSUs") granted on October 4, 2021. These RSUs are for the service period of September 13, 2021 - September 30, 2021 and fully vest on the one-year anniversary of the grant date, October 4, 2022, subject to continued service through such dates. The total number of RSUs also reflects the previously reported acquisition on December 9, 2021 of dividend equivalents in the form of 3.67 RSUs, which are subject to the same terms and conditions as the underlying equity.

F8: The total number reflects the acquisition on March 23, 2022 of dividend equivalents in the form of 3.47 Restricted Shares Units ("RSUs") as described in footnote 7, which are subject to the same terms and conditions as the underlying equity.

F9: The total number reflects 5,500 shares previously reported that are held in the The Kirkland Family Trust DTD 3/26/10, where Mr. Kirkland and his spouse are grantors, beneficiaries and trustees.

F10: The total number reflects 1,000 shares previously reported that are held in the The Kirkland Family Trust DTD 3/26/10, where Mr. Kirkland and his spouse are grantors, beneficiaries and trustees.