SEC Form 4 · accession 0001127602-16-059945
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
Aug 8, 2016
Accepted (ET)
Aug 9, 2016 · 6:03 pm EDT
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 | Aug 8, 2016 | J | 100,000 | — | D | 57,779 | D | |
| Common Stock | holding | — | — | — | 3,574 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Savings Plan Issuer Stock UnitsF2 | — | holding | — | — | — | — | — | Common Stock | 7,462 | 7,462 | D |
| Performance Stock UnitF3,F4 | — | holding | — | — | — | — | — | Common Stock | 165,348 | 165,348 | D |
| Restricted Stock UnitsF3 | — | holding | — | — | — | — | — | Common Stock | 222,354 | 222,354 | D |
Explanation of responses
- F1These shares were transferred from the reporting person to the Rodney O. Martin Jr. 2006 Irrevocable Insurance Trust, an estate planning trust for the benefit of certain members of the reporting person's family. In consideration of the transfer, the reporting person received from the trust a promissory note in the amount of $2,806,500 (or $28.065 per share), calculated as the average of the high and low reported trading prices of Voya Financial, Inc. common stock on the date of transfer, multiplied by the number of shares transferred.
- F2Each 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.
- F3The stock units will vest based on their respective award agreements.
- F4The 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 can range from 0% to 150% of the number presented above.