Marcia Lynn Wadsten - Feb 2, 2022 Form 4 Insider Report for Jackson Financial Inc. (JXN)

Role: EVP and CFO
Signature: /s/ Kristan L. Richardson, as Attorney-in-Fact
Stock symbol: JXN
Transactions as of: Feb 2, 2022
Transactions value $: -$624,110
Form type: 4
Date filed: 3/28/2023, 08:55 AM
Previous filing: Dec 13, 2021
Next filing: Mar 24, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	JXN	Common Stock	Options Exercise	$0	+7.22K	+3.38%	$0.00	221K	Feb 2, 2022	Direct	F1, F3
transaction	JXN	Common Stock	Disposed to Issuer	-$312K	-7.22K	-3.27%	$43.21	214K	Apr 2, 2022	Direct	F2, F3

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	+7.22K	+24.45%	$0.00	36.8K	Feb 2, 2022	Common Stock	7.22K		Direct	F1, F3
transaction	JXN	Restricted Share Units	Options Exercise	-$312K	-7.22K	-19.65%	$43.21	29.5K	Apr 2, 2022	Common Stock	7.22K		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Reflects the acquisition of cash-settled units earned based on achievement of performance metrics of the 33,860 Jackson Financial Inc. Performance Share Units ("PSUs"), which were converted from the 2019 PLTIP PSUs on October 4, 2021. All of the earned units vested on April 2, 2022. The previously filed Form 4 failed to report the acquisition of the cash-settled earned units, and reported the acquisition of only the 75% of share-settled earned units.
F2	Reflects the cash settlement of 25% of the converted units that were earned on February 2, 2022, and vested on April 2, 2022.
F3	The reported number, 7,221.82, does not reflect the total of (a) the number of earned "restricted share units" settled in cash, and (b) dividend equivalents from December 2021 and March 2022, all of which vested on April 2, 2022. On March 24, 2022, we erroneously over-reported 89.02 dividend equivalents distributed on the earned 21,663.47 "restricted share units" (75% settled in shares) in Table I that should have been reported on the same date but in Table II on the earned 7,221.82 "restricted share units" (25% settled in cash). Despite the incorrect reporting in Table I, upon vesting, the 89.02 dividend equivalents settled in cash, not shares.

Remarks:

Power of Attorney on file.