SEC Form 4 · accession 0001127602-16-045824
Voya Financial, Inc. · VOYA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rodney O Martin Jr.
Officer — Chairman and CEO · Director
Period of report
Mar 7, 2016
Accepted (ET)
Mar 9, 2016 · 5:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001535929
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 7, 2016 | M | 117,793 | — | A | 222,270 | D | |
| Common Stock | Mar 7, 2016 | F | 65,672 | $31.35 | D | 156,598 | D | |
| Common StockF2 | Mar 8, 2016 | S | 5,066 | $30.8523 | D | 151,532 | D | |
| Common Stock | holding | — | — | — | 3,522 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3 | — | Mar 7, 2016 | M | 89,402 | D | — | — | Common Stock | 89,402 | 149,861 | D |
| Performance Stock UnitF4 | — | Mar 7, 2016 | M | 26,534 | D | — | — | Common Stock | 28,391 | 53,068 | D |
| Restricted Stock UnitsF6,F5,F7 | — | Mar 7, 2016 | A | 91,866 | A | — | — | Common Stock | 91,866 | 241,727 | D |
| Performance Stock UnitF6,F5,F8 | — | Mar 7, 2016 | A | 112,280 | A | — | — | Common Stock | 112,280 | 165,348 | D |
| Deferred Savings Plan Issuer Stock UnitsF9 | — | holding | — | — | — | — | — | Common Stock | 7,285 | 7,285 | D |
Explanation of responses
- F1Delivery 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.
- F2This transaction was executed in multiple trades at prices ranging from $30.845 to $30.874. 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 securityholder of the company, full information regarding the shares sold at each separate price.
- F3The restricted stock units were awarded as compensation in 2014 and 2015 and converted to common stock on a 1 to 1 basis upon the vesting date.
- F4The performance stock units were awarded as compensation in 2015 and converted to common stock based on the achievement of certain performance factors.
- F5Each stock unit represents a conditional right to receive one share of the company's common stock.
- F6The number of stock units granted was determined by reference to the closing price of a share of the company's common stock on March 7, 2016, the date of the grant.
- F71/3 of the restricted stock units will vest on March 7, 2017, 1/3 on March 7, 2018 and 1/3 on March 7, 2019.
- F8The 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 (March 7, 2019) can range from 0% to 150% of the number presented above.
- F9Each 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.