0001127602-23-003301.txt : 20230203
0001127602-23-003301.hdr.sgml : 20230203
20230203160351
ACCESSION NUMBER: 0001127602-23-003301
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20230124
FILED AS OF DATE: 20230203
DATE AS OF CHANGE: 20230203
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Levin Matthew
CENTRAL INDEX KEY: 0001327403
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35897
FILM NUMBER: 23585707
MAIL ADDRESS:
STREET 1: NEUSTAR, INC.
STREET 2: 4600 CENTER OAK PLAZA
CITY: STERLING
STATE: VA
ZIP: 20166
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Voya Financial, Inc.
CENTRAL INDEX KEY: 0001535929
STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311]
IRS NUMBER: 521222820
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 230 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10169
BUSINESS PHONE: 212-309-8200
MAIL ADDRESS:
STREET 1: 230 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10169
FORMER COMPANY:
FORMER CONFORMED NAME: ING U.S., Inc.
DATE OF NAME CHANGE: 20120709
FORMER COMPANY:
FORMER CONFORMED NAME: ING America Insurance Holdings, Inc.
DATE OF NAME CHANGE: 20111130
3
1
form3.xml
PRIMARY DOCUMENT
X0206
3
2023-01-24
0
0001535929
Voya Financial, Inc.
VOYA
0001327403
Levin Matthew
230 PARK AVENUE
NEW YORK
NY
10169
1
See Remarks
Common Stock
19471
D
Restricted Stock Units
Common Stock
98894
D
On January 24, 2023, pursuant to that certain Agreement and Plan of Merger ("Merger Agreement"), dated as of November 1, 2022, as amended and restated on December 19, 2022, by and among Voya Financial, Inc. (the "Issuer"), Benefitfocus, Inc. ("Benefitfocus") and Origami Squirrel Acquisition Corp, a wholly owned subsidiary of the Issuer ("Merger Sub"), Merger Sub was merged with and into Benefitfocus (the "Merger"), with Benefitfocus continuing as the surviving corporation in the Merger and a wholly owned subsidiary of the Issuer.
At the effective time of the Merger (the "Effective Time"), each outstanding restricted stock award (each a "Benefitfocus Restricted Share") was assumed by the Issuer and converted into a restricted stock award of the Issuer (each, a "Restricted Share") covering a number of shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") (rounded down to the nearest whole number) equal to the product of (i) the number of shares of common stock of Benefitfocus subject to such Benefitfocus Restricted Shares multiplied by (ii) the quotient, rounded to four decimal places, of (a) $10.50 divided by (b) the volume weighted average price of Common Stock for a ten day trading period, starting with the opening of trading on the eleventh trading day prior to the closing date, as reported by Bloomberg (such quotient, the "Equity Award Exchange Ratio").
Represents Restricted Shares received by the Reporting Person pursuant to the Merger. The Restricted Shares shall vest on July 24, 2023.
At the Effective Time, each outstanding restricted stock unit of Benefitfocus (each, a "Benefitfocus RSU") and each outstanding performance restricted stock unit of Benefitfocus (each, a "Benefitfocus PSU")) that were not Specified Awards (as defined in the Merger Agreement) was assumed by the Issuer and converted into a time-based restricted stock unit award of the Issuer (each, a "Restricted Stock Unit") covering a number of shares of Common Stock (rounded down to the nearest whole number) equal to the product of (i) the number of shares of common stock of Benefitfocus subject to such Benefitfocus RSUs or Benefitfocus PSUs (assuming achievement of target performance) immediately prior to the Effective Time multiplied by the Equity Award Exchange Ratio.
Represents Restricted Stock Units received by the Reporting Person pursuant to the Merger. The Restricted Stock Units convert to Common Stock on a 1 to 1 basis upon the vesting date.
President and CEO, Benefitfocus | Exhibit List: Exhibit 24 - Power of Attorney
/s/ My Chi To, Attorney-in-Fact
2023-02-03
EX-24
2
doc1.txt
POWER OF ATTORNEY (PUBLIC): POA
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints each of My Chi To and Julie Watson of Voya Financial,
Inc.(the ?Company?), or any of them signing singly, and with full power
of substitution, the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and
Exchange Commission (the "SEC") a Form ID, including amendments
thereto, and any other documents necessary or appropriate to obtain
codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the
SEC;
(2) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of the Company,
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, or 5, complete and execute any amendment
or amendments thereto, and timely file such form with the SEC and
any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights
and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 24th day of January, 2023.
/s/ Matthew Levin
Matthew Levin