FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cooper Ellen
2. Issuer Name and Ticker or Trading Symbol

LINCOLN NATIONAL CORP [ LNC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

150 N. RADNOR CHESTER ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2023
(Street)

RADNOR, PA 19087
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

2/17/2023 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/15/2023  A  43853 (1)A$0 202980.27 (2)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $34.99 2/15/2023  A   125998 (3)   2/15/2024 (4)2/15/2033 Common Stock 125998 (5)$0 125998 (6)D  

Explanation of Responses:
(1) Grant of restricted stock units representing a contingent right to receive shares of LNC common stock. The restricted stock units vest on February 15, 2026. The original Form 4, filed on February 17, 2023, is being amended by this Form 4 amendment to correct an administrative error that incorrectly reported the number of securities acquired in Column 4 as 43,856.
(2) Includes 1,333.14 shares acquired through dividend reinvestment since the reporting person's last report. The original Form 4, filed on February 17, 2023, is being amended by this Form 4 amendment to correct an administrative error that incorrectly reported the number of securities beneficially owned following the reported transaction in Column 5 as 202,983.27.
(3) The original Form 4, filed on February 17, 2023, is being amended by this Form 4 amendment to correct an administrative error that incorrectly reported the number of derivative securities acquired in Column 5 as 126,006.
(4) The option vests in three equal installments on February 15, 2024, 2025 and 2026.
(5) The original Form 4, filed on February 17, 2023, is being amended by this Form 4 amendment to correct an administrative error that incorrectly reported the number of shares in Column 7 as 126,006.
(6) The original Form 4, filed on February 17, 2023, is being amended by this Form 4 amendment to correct an administrative error that incorrectly reported the number of derivative securities beneficially owned following the reported transaction in Column 9 as 126,006.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Cooper Ellen
150 N. RADNOR CHESTER ROAD
RADNOR, PA 19087


President & CEO

Signatures
/s/ Claire H. Hanna, Attorney-in-Fact2/21/2023
**Signature of Reporting PersonDate


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 control number.
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