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*
Ogle Trevor

(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)
02/20/2023
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 3,678 A $0(1) 3,845 D
Common Stock 02/20/2023 02/21/2023 F 1,327 D $74.44 2,518 D
Common Stock 02/20/2023 02/21/2023 M 1,585 A $0(1) 4,103 D
Common Stock 02/20/2023 02/21/2023 F 609 D $74.44 3,494 D
Common Stock 02/21/2023 M 2,462 A $0(1) 5,956 D
Common Stock 02/21/2023 F 888 D $74.44 5,068 D
Common Stock 02/22/2023 M 2,039 A $0(1) 7,107 D
Common Stock 02/22/2023 F 736 D $73.34 6,371 D
Common Stock 02/22/2023 S 4,901(2) D $74.047(3) 1,470 D
Common Stock 02/23/2023 S 1,303(2) D $73.47 167(4) D
Common Stock 5,462.7373(5) I By 401(k) Plan
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 (6) 02/20/2023 02/21/2023 M 3,678 (6) (6) Common Stock 3,678 $0 28,354 D
Restricted Stock Units (7) 02/20/2023 02/21/2023 M 1,585 (7) (7) Common Stock 1,585 $0 15,709 D
Restricted Stock Units (7) 02/21/2023 M 2,462 (7) (7) Common Stock 2,462 $0 13,247 D
Restricted Stock Units (7) 02/22/2023 M 2,039 (7) (7) Common Stock 2,039 $0 11,208 D
Performance Stock Unit (8) 02/22/2023 A 12,145 (9) (9) Common Stock 12,145 $0 40,499 D
Restricted Stock Units (8) 02/22/2023 A 9,940 (10) (10) Common Stock 9,940 $0 21,148 D
Performance-Based Stock Options (11) (11) (11) Common Stock 12,500 12,500 D
Explanation of Responses:
1. Delivery of the 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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2022.
3. This transaction was executed in multiple trades at prices ranging from $73.65 to $74.45. 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 separate price.
4. The reporting person's Form 4, filed 10/31/2022, erroneously reported that 5,206 of the reporting person's vested shares were withheld to pay taxes. The number of shares actually withheld was 5,039. As a result, the reporting person owned 4,071 shares as of 10/28/2022. Additionally, on November 3, 2022, the reporting person sold 3,904 of the shares related to the Form 4 filed on 10/31/2022. See the reporting person's Form 4, filed 11/04/2022. The figure in Column 5 reflects the 167 held by the reporting person as of 11/03/2022.
5. Includes automatic semi-monthly contributions to the reporting person's 401(k).
6. The performance stock units were awarded as compensation and convert to common stock based on the achievement of certain performance factors.
7. The restricted stock units were awarded as compensation and convert to common stock on a 1 to 1 basis upon the vesting date.
8. The stock units will vest based on their respective award agreements.
9. The number of common stock that will be delivered for each performance 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.
10. 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.
11. The options vest based on conditions set forth in their respective agreements.
Remarks:
Executive Vice President, Chief Strategy, M&A Corporate Transactions Officer
/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).
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