SEC Form 4 · accession 0001127602-19-008227
Voya Financial, Inc. · VOYA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael S Smith
Officer — See Remarks
Period of report
Feb 21, 2019
Accepted (ET)
Feb 25, 2019 · 9:14 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 | Feb 21, 2019 | M | 6,346 | — | A | 91,976 | D | |
| Common Stock | Feb 21, 2019 | F | 3,422 | $50.03 | D | 88,554 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Feb 21, 2019 | M | 6,346 | D | — | — | Common Stock | 6,346 | 49,833 | D |
| Restricted Stock UnitsF3,F4 | — | Feb 21, 2019 | A | 16,550 | A | — | — | Common Stock | 16,550 | 66,383 | D |
| Performance Stock UnitF3,F5 | — | Feb 21, 2019 | A | 20,870 | A | — | — | Common Stock | 20,870 | 96,400 | D |
| Performance-Based Stock OptionsF6,F7 | $50.03 | Feb 21, 2019 | A | 71,174 | A | — | Feb 21, 2029 | Common Stock | 71,174 | 182,374 | 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 that were awarded as compensation.
- F2The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.
- F3Each stock unit represents a conditional right to receive one share of the company's common stock.
- F41/3 of the restricted stock units will vest on February 21, 2020, 1/3 on February 21, 2021 and 1/3 on February 21, 2022.
- F5The 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 21, 2022) can range from 0% to 150% of the number presented above.
- F6The options are subject to vesting conditions based on the achievement of certain cost saving targets. The options generally become exercisable one year following achievement of the relevant vesting condition.
- F7To the extent that the relevant vesting condition discussed in footnote (6) has not been met by December 31, 2020, any unvested options will be forfeited.
Remarks
Executive Vice President and Chief Financial Officer