SEC Form 4
| 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)
| 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) 07/07/2022 | ||||||||||||||||||||||||||
| 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 | 63,510 | 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 | (1) | 07/07/2022 | A | 11,754 | (2) | (2) | Common Stock | 11,754 | $0 | 82,361 | D | ||||
| Restricted Stock Units | (1) | 07/07/2022 | A | 5,037 | (3) | (3) | Common Stock | 5,037 | $0 | 40,073 | D | ||||
| Performance-Based Stock Options | (4) | (4) | (4) | Common Stock | 110,874 | 110,874 | D | ||||||||
| Explanation of Responses: |
| 1. Each stock unit represents a conditional right to receive one share of the company's common stock. |
| 2. The performance stock units (PSUs) use the Company's stock price as vesting hurdles over a three-year period ending June 30, 2025. There are six vesting hurdles ranging from $69.10 to $119.10, in $10 increments, with each hurdle providing for vesting of an amount of common shares equal to 25% of the PSUs granted, for a maximum number of shares delivered equal to 150% of the amount of PSUs granted. Consequently, the PSUs granted could result in delivery of a maximum of 17,631 shares of common stock. A hurdle is met when the Company's 30-day volume-weighted average stock price is equal to or greater than the hurdle amount, provided that no vesting may occur before July 1, 2023. Upon vesting, the recipient receives delivery of the relevant amount of shares only after the expiration of a one-year holding period from the vesting date, and will not receive any such shares if the recipient voluntarily terminates employment or is terminated for cause on or before such delivery date. |
| 3. 1/3 of the restricted stock units will vest on July 1, 2023, 1/3 on July 1, 2024 and 1/3 on July 1, 2025. |
| 4. The options vest based on the conditions set forth in their respective agreements. |
| Remarks: |
| CEO, Investment Management |
| /s/ Rachel Reid, Attorney-in-Fact | 07/11/2022 | |
| ** 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. | ||