Devkumar Dilip Ganguly - Mar 23, 2023 Form 4 Insider Report for Jackson Financial Inc. (JXN)

Role: EVP & Chief Operating Officer
Signature: /s/ Kristan L. Richardson, as Attorney-in-Fact
Stock symbol: JXN
Transactions as of: Mar 23, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/27/2023, 07:57 PM
Previous filing: Mar 17, 2023
Next filing: Apr 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	JXN	Common Stock	Award	$0	+193	+0.16%	$0.00	125K	Mar 23, 2023	Direct	F1
transaction	JXN	Common Stock	Award	$0	+778	+0.62%	$0.00	125K	Mar 23, 2023	Direct	F2
transaction	JXN	Common Stock	Award	$0	+570	+0.45%	$0.00	126K	Mar 23, 2023	Direct	F3
transaction	JXN	Common Stock	Award	$0	+143	+0.11%	$0.00	126K	Mar 23, 2023	Direct	F4
transaction	JXN	Common Stock	Award	$0	+193	+0.15%	$0.00	126K	Mar 23, 2023	Direct	F5

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	+259	+1.03%	$0.00	25.4K	Mar 23, 2023	Common Stock	259		Direct	F6
transaction	JXN	Restricted Share Units	Award	$0	+190	+0.75%	$0.00	25.6K	Mar 23, 2023	Common Stock	190		Direct	F7

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

Explanation of Responses:

Id	Content
F1	Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on October 4, 2021, as part of the 2021 Annual Award of 15,003 RSUs. These RSUs vest over 30 months in three installments. The first third vested on the one-year anniversary of the grant date, October 4, 2022, the next third vests on the two-year anniversary of the grant date, October 4, 2023, and the remaining third vests on April 4, 2024, subject to continued employment through such dates. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.
F2	Acquired on March 23, 2023, 75% of the dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to recipient on February 13, 2023, as shares "earned" based on achievement of performance metrics of the converted 2020 PLTIP Performance Share Units that remain "restricted," subject to vesting based on the passage of time and the Section 16 Officer's continued employment by the Company. These RSUs fully vest on April 9, 2023. Upon vesting, 75% of the total number of RSUs will settle in shares, and the remaining 25% of the RSUs will be paid out in cash (see Footnote 6). Upon vesting, this portion of the dividend equivalents will be distributed in shares, based on the underlying 75% portion of equity that also is settled in shares, and any fractional shares will be applied to share withholding to cover tax obligations.
F3	Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to recipient on October 4, 2021, as Prudential plc Restricted Stock converted into 39,314 JFI RSUs. Upon vesting, 75% of the total number of RSUs will settle in shares, and 25% of the RSUs will be paid out in cash (see Footnote 7). Upon vesting, this portion of the dividend equivalents will be distributed in shares, based on the underlying 75% portion of equity that also is settled in shares, and any fractional shares will be applied to share withholding to cover tax obligations.
F4	Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on March 10, 2022, as part of the 2022 Annual Restricted Share Unit Award of 11,247 RSUs. These RSUs vest over three years. The first third vested on the one-year anniversary of the grant date, March 10, 2023, the next third vests on the two-year anniversary of the grant date, March 10, 2024, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2025, subject to continued employment through such dates. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.
F5	Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity originally granted to the recipient on March 10, 2023, as part of the 2023 Annual Restricted Share Unit Award of 10,804 RSUs. These RSUs vest over three years, where the first third vests on the one-year anniversary of the grant date, March 10, 2024, the next third vests on the two-year anniversary of the grant date, March 10, 2025, and the remaining third vests on the three-year anniversary of the grant date, March 10, 2026, subject to continued employment through such dates. Upon vesting, full shares will be distributed, and the vested fractional shares will be used for share withholding to cover tax obligations.
F6	Acquired on March 23, 2023, 25% of the dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to the recipient, as described in Footnote 2, above. Upon vesting, this portion of the dividend equivalents will settle in cash, based on the underlying 25% portion of equity that also is settled in cash.
F7	Acquired on March 23, 2023, dividend equivalents in the form of Restricted Share Units ("RSUs"), which are subject to the same terms and conditions as the underlying equity granted to recipient on October 4, 2021, of Prudential plc Restricted Stock converted into 39,314 JFI RSUs. Upon vesting, 75% of the total number of RSUs will settle in shares, and 25% of the RSUs will be paid out in cash (see Footnote 3). Upon vesting, this portion of the dividend equivalents will settle in cash, based on the underlying 25% portion of equity that also is settled in cash.

Remarks:

Power of Attorney on file.