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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Voya Financial, Inc. [ VOYA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2023 | ||||||||||||||||||||||||||
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 | 02/20/2023 | 02/21/2023 | M | 2,874 | A | $0(1) | 20,038 | D | ||
Common Stock | 02/20/2023 | 02/21/2023 | F | 1,332 | D | $74.44 | 18,706 | D | ||
Common Stock | 02/20/2023 | 02/21/2023 | M | 1,239 | A | $0(1) | 19,945 | D | ||
Common Stock | 02/20/2023 | 02/21/2023 | F | 575 | D | $74.44 | 19,370 | D | ||
Common Stock | 02/21/2023 | M | 2,531 | A | $0(1) | 21,901 | D | |||
Common Stock | 02/21/2023 | F | 1,173 | D | $74.44 | 20,728 | D | |||
Common Stock | 02/22/2023 | M | 2,140 | A | $0(1) | 22,868 | D | |||
Common Stock | 02/22/2023 | F | 992 | D | $73.34 | 21,876 | D | |||
Common Stock | 02/22/2023 | S | 3,564(2) | D | $74.056(3) | 18,312 | D | |||
Common Stock | 02/23/2023 | S | 1,148(2) | D | $73.47 | 17,164 | D |
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 | ||||||||
Performance Stock Unit | (4) | 02/20/2023 | 02/21/2023 | M | 2,874 | (4) | (4) | Common Stock | 2,874 | $0 | 29,985 | D | |||
Restricted Stock Units | (5) | 02/20/2023 | 02/21/2023 | M | 1,239 | (5) | (5) | Common Stock | 1,239 | $0 | 16,521 | D | |||
Restricted Stock Units | (5) | 02/21/2023 | M | 2,531 | (5) | (5) | Common Stock | 2,531 | $0 | 13,990 | D | ||||
Restricted Stock Units | (5) | 02/22/2023 | M | 2,140 | (5) | (5) | Common Stock | 2,140 | $0 | 11,850 | D | ||||
Performance Stock Unit | (6) | 02/22/2023 | A | 13,495 | (7) | (7) | Common Stock | 13,495 | $0 | 43,480 | D | ||||
Restricted Stock Units | (6) | 02/22/2023 | A | 11,044 | (8) | (8) | Common Stock | 11,044 | $0 | 22,894 | D | ||||
Performance-Based Stock Options | (9) | (9) | (9) | Common Stock | 35,587 | 35,587 | D |
Explanation of Responses: |
1. Delivery of shares of the company's common stock was made to the reporting person without the payment of ay consideration in connection with the vesting of the underlying restricted stock units and performance stock units that were awarded as compensation. |
2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 30, 2022. |
3. This transaction was executed in multiple trades at prices ranging from $73.65 to $74.48. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the company, or a security holder of the company, full information regarding the shares sold at each seperate price. |
4. The performance stock units were awarded as compensation and convert to common stock based on the achievement of certain performance factors. |
5. The restricted stock units were awarded as compensation and converted to common stock based on the achievement of certain performance factors. |
6. The stock units will vest based on their respective award agreements. |
7. The number of shares of common stock that will be delivered for each performance stock unit depends on the achievement of certain performance factors. Depending on actual performance, the number of shares of common stock delivered upon the vesting date (February 17, 2026) can range from 0% to 150% of the number presented above. |
8. 1/3 of the restricted stock units will vest on February 20, 2024, 1/3 on February 18, 2025 and 1/3 on February 17, 2026. |
9. The options vest based on the conditions set forth in their respective agreements. |
Remarks: |
Executive Vice President, Chief Information Officer | Exhibit List: Exhibit 24 - Power of Attorney |
/s/ My Chi To, Attorney-in-Fact | 02/23/2023 | |
** 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. |