Paul Chadwick Myers - Oct 4, 2021 Form 4 Insider Report for Jackson Financial Inc. (JXN)

Role: Vice Chair, JHLLC
Signature: /s/ Kristan L. Richardson, as Attorney-in-Fact
Stock symbol: JXN
Transactions as of: Oct 4, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/6/2021, 09:27 PM
Previous filing: Aug 6, 2021
Next filing: Nov 16, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	JXN	Common Stock						1.64K	Oct 4, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	JXN	Restricted Share Units	Award	$0	+185K	+18500.6%	$0.00	186K	Oct 4, 2021	Common Stock	185K		Direct	F2
transaction	JXN	Restricted Share Units	Award	$0	+54K		$0.00	54K	Oct 4, 2021	Common Stock	54K		Direct	F3
transaction	JXN	Restricted Share Units	Award	$0	+5.63K		$0.00	5.63K	Oct 4, 2021	Common Stock	5.63K		Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Prudential plc American Depositary Receipts (ADRs) were acquired previously as part of participant's long-term incentive compensation prior to the demerger. In connection with the JFI demerger from Prudential plc, the participant acquired Jackson Financial Inc. (JFI) common stock (shares distributed equally on all securities of a class) where holders of vested Prudential plc ADRs received one JFI share of common stock for every 20 vested Prudential plc ADRs.
F2	On September 17, 2021, 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.
F3	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 on October 4, 2022, the next third vesting on the two-year anniversary of the Grant Date on October 4, 2023, and the remaining third vesting on April 4, 2024, subject to the Officer's continued employment through such dates.
F4	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 on October 4, 2022, subject to the Officer's continued employment through such date. Each RSU may be paid out in either shares (1 RSU equals 1 share of common stock) or cash equal to the Fair Market Value of one share of JFI common stock.

Remarks:

Power of Attorney on file.