Voya Financial (VOYA) Form 4 Voya Financial / Charles P Nelson ownership change

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^*

Nelson Charles P

(Last) (First) (Middle)

230 PARK AVE

(Street)

NEW YORK NY 10169

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Voya Financial, Inc. [ VOYA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

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)

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. 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		21,479	A	$0(1)	200,678	D
Common Stock	02/20/2023	02/21/2023	F		9,955	D	$74.44	190,723	D
Common Stock	02/20/2023	02/21/2023	M		5,981	A	$0(1)	196,704	D
Common Stock	02/20/2023	02/21/2023	F		2,335	D	$74.44	194,369	D
Common Stock	02/21/2023		M		8,024	A	$0(1)	202,393	D
Common Stock	02/21/2023		F		2,971	D	$74.44	199,422	D
Common Stock	02/22/2023		M		5,719	A	$0(1)	205,141	D
Common Stock	02/22/2023		F		2,117	D	$73.34	203,024	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	(2)	02/20/2023	02/21/2023	M			21,479	(2)	(2)	Common Stock	21,479	$0	63,066	D
Restricted Stock Units	(3)	02/20/2023	02/21/2023	M			5,981	(3)	(3)	Common Stock	5,981	$0	49,954	D
Restricted Stock Units	(3)	02/21/2023		M			8,024	(3)	(3)	Common Stock	8,024	$0	41,930	D
Restricted Stock Units	(3)	02/22/2023		M			5,719	(3)	(3)	Common Stock	5,719	$0	36,211	D
Deferred Savings Plan Issuer Stock Units	(4)							(4)	(4)	Common Stock	5,279.934		5,279.934	D
Performance-Based Stock Options	(5)							(5)	(5)	Common Stock	182,374		182,374	D

Explanation of Responses:

1. Delivery of shares of the company's common stock was made to the reporting person without the payment of any consideration in connection with the vesting of the underlying restricted stock units and performance stock units that were awarded as compensation.

2. The performance stock units were awarded as compensation and convert to common stock based on the achievement of certain performance factors.

3. The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.

4. Each of these units represents a right to receive the cash value of one share of the company's common stock upon the reporting person's separation from the company. The reporting person may reallocate investments in these units to alternative investments in the future.

5. The options vest based on the conditions set forth in their respective agreements.

Remarks:

Vice Chairman | Exhibit List: Exhibit 24 - Power of Attorney

	/s/ My Chi To, Attorney-in-Fact	02/23/2023
	** Signature of Reporting Person	Date
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