President and CEO PPM America Smith Craig Donald sold $643,900 worth of shares (7,974 units at $80.75), covered exercise/tax liability with 22,442 shares and was granted 11,338 shares, decreasing direct ownership by 7% to 144,714 units (SEC Form 4)
$JXN
Life Insurance
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Jackson Financial Inc. [ JXN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/10/2025 | F | 2,858.51(1) | D | $81.19 | 152,960.25 | D | |||
| Common Stock | 03/10/2025 | F | 14,008.78(2) | D | $81.19 | 138,951.47 | D | |||
| Common Stock | 03/10/2025 | F | 3,117.15(3) | D | $81.19 | 135,834.32 | D | |||
| Common Stock | 03/10/2025 | F | 2,458.03(4) | D | $81.19 | 133,376.29 | D | |||
| Common Stock | 03/10/2025 | A | 11,338(5) | A | $0.00 | 144,714.29 | D | |||
| Common Stock | 03/11/2025 | S | 7,974(6) | D | $80.75 | 136,740.29 | D(7) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the third and final first tranche of the March 10, 2022 restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person. |
| 2. Shares withheld to pay the reporting person's tax withholding obligation upon cliff vesting of the earned March 10, 2022 performance share units ("PSUs"). The PSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person. |
| 3. Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the second tranche of the March 10, 2023 restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person. |
| 4. Shares withheld to pay the reporting person's tax withholding obligation upon vesting of the first tranche of the March 10, 2024 restricted share units ("RSUs"). The RSUs will convert 1:1 into common stock. Upon vesting, net shares were distributed and the related fractional share was applied to cover the tax obligation for the reporting person. |
| 5. On March 10, 2025, the reporting person was granted 11,338 restricted share units ("RSUs"), vesting in three equal annual installments beginning on the first anniversary of the grant date. The RSUs will convert 1:1 into common stock. |
| 6. Shares were sold, pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 8, 2024, in multiple transactions, each transaction at $80.75. The reporting person undertakes to provide, upon request by Jackson Financial Inc., any security holder of Jackson Financial Inc., or the staff of the U.S. Securities and Exchange Commission, full information regarding the number of shares sold at the price set forth in this footnote. |
| 7. These shares are held in a brokerage account in the name of Craig D Smith TTEE Craig D Smith TR dated May 8, 2023, U/A 5/8/03 FBO Craig D. Smith, where reporting person is the trustee and beneficiary. |
| Remarks: |
| Power of Attorney on file. |
| /s/ Kristan L. Richardson, as Attorney-in-Fact | 03/12/2025 | |
| ** 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 4 (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. | ||