Michael S Smith Form 4 Voya Financial / Michael S Smith 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^*

Smith Michael S

(Last) (First) (Middle)

230 PARK AVENUE

(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)
07/07/2022

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								205,094	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	(1)	07/07/2022		A		11,754		(2)	(2)	Common Stock	11,754	$0	98,774	D
Restricted Stock Units	(1)	07/07/2022		A		5,037		(3)	(3)	Common Stock	5,037	$0	48,787	D
Performance-Based Stock Options	(4)							(4)	(4)	Common Stock	182,374		182,374	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:

Vice Chairman and Chief Financial Officer

	/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).
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