SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Anderson Craig A.

(Last)

(First)

(Middle)

1 CORPORATE WAY

(Street)

LANSING

48951

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/03/2024

3. Issuer Name and Ticker or Trading Symbol
Jackson Financial Inc. [ JXN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and Controller

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Share Units	⁽¹⁾	⁽¹⁾	Common Stock	1,471.03	$0.00	D
Restricted Share Units	⁽²⁾	⁽²⁾	Common Stock	2,792.41	$0.00	D
Restricted Share Units	⁽³⁾	⁽³⁾	Common Stock	4,520.46	$0.00	D

Explanation of Responses:

1. Reflects the unvested number of Annual Restricted Share Units granted on March 10, 2022, plus acquired dividend equivalents. Vesting occurs over three years in equal installments with distributions settled in cash. The first third vested on March 10, 2023, the next third vested on March 10, 2024, and the remaining third vests on March 10, 2025. Each Restricted Share Unit represents a contingent right to receive one share of the Company's common stock.

2. Reflects the unvested number of Annual Restricted Share Units granted on March 10, 2023, plus acquired dividend equivalents. Vesting occurs over three years in equal installments with distributions settled in cash. The first third vested on March 10, 2024, the next third vests on March 10, 2025, and the remaining third vests on March 10, 2026. Each Restricted Share Unit represents a contingent right to receive one share of the Company's common stock.

3. Reflects the Annual Restricted Share Unit award granted on March 10, 2024, and acquired dividend equivalents. Vesting occurs over three years in three equal installments, with distributions settled in cash on March 10, 2025, March 10, 2026, and March 10, 2027. Each Restricted Share Unit represents a contingent right to receive one share of the Company's common stock.

Remarks:

Power of Attorney on file.

	/s/ Kristan L. Richardson, as Attorney-in-Fact	06/10/2024
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.