Michael Robert Katz Form 4 Voya Financial / Michael Robert Katz 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^*

Katz Michael Robert

(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)
02/22/2022

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	02/22/2022		M		10,692	A	$0(1)	23,743	D
Common Stock	02/22/2022		F		4,697	D	$68.32	19,046	D
Common Stock	02/23/2022		S		4,054	D	$66.4785(2)	14,992	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	(3)	02/22/2022		M			4,176	(3)	(3)	Common Stock	5,387(4)	$0	13,595	D
Restricted Stock Units	(5)	02/22/2022		M			5,575	(5)	(5)	Common Stock	5,575	$0	6,485	D
Performance Stock Unit	(6)	02/22/2022		A		6,205		(7)	(7)	Common Stock	6,205	$0	19,800	D
Restricted Stock Units	(6)	02/22/2022		A		5,325		(8)	(8)	Common Stock	5,325	$0	11,810	D
Deferred Savings Plan Issuer Stock Units	(9)							(9)	(9)	Common Stock	798.585		798.585(10)	D
Performance-Based Stock Options	(11)							(11)	(11)	Common Stock	56,187		56,187	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 that were awarded as compensation.

2. The transaction was executed in multiple trades at prices ranging from $66.4660 to $66.4850. 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 issuer, or security holder of the issuer, full information regarding the shares sold at each separate price.

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

4. Awarded at 129% of target.

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

6. Each stock unit represents a conditional right to receive one share of the company's common stock.

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 22, 2025) can range from 0% to 150% of the number presented above.

8. 1/3 of the restricted stock units will vest on February 21, 2023, 1/3 on February 20, 2024 and 1/3 on February 18, 2025.

9. 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 the units to alternative investments in the future.

10. Includes a dividend of 4.522 shares.

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

Remarks:

Executive Vice President, Chief Strategy, Planning and Investor Relations Officer

	/s/ Rachel Reid, Attorney-in-Fact	02/24/2022
	** Signature of Reporting Person	Date
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