MARTIN RODNEY O JR 4

4 · Voya Financial, Inc. · Filed Feb 24, 2023

Insider Transaction Report

Form 4

Period: 2023-02-20

Voya Financial, Inc.VOYA

MARTIN RODNEY O JR

DirectorOther

Transactions

Exercise/Conversion
Common Stock
[F1]
2023-02-20+72,416→ 293,298 total
Tax Payment
Common Stock
2023-02-20$74.44/sh−36,970$2,752,047→ 256,328 total
Exercise/Conversion
Common Stock
[F1]
2023-02-20+19,895→ 276,223 total
Tax Payment
Common Stock
2023-02-20$74.44/sh−7,998$595,371→ 268,225 total
Exercise/Conversion
Common Stock
[F1]
2023-02-21+26,481→ 294,706 total
Tax Payment
Common Stock
2023-02-21$74.44/sh−9,798$729,363→ 284,908 total
Exercise/Conversion
Common Stock
[F1]
2023-02-22+22,340→ 307,248 total
Tax Payment
Common Stock
2023-02-22$73.34/sh−8,266$606,228→ 298,982 total
Exercise/Conversion
Common Stock
[F2]
2023-02-22+2,287→ 301,269 total
Tax Payment
Common Stock
[F2]
2023-02-22$73.34/sh−2,287$167,729→ 298,982 total
Sale
Common Stock
[F3][F4]
2023-02-22$74.17/sh−6,588$488,610→ 287,794 total
Sale
Common Stock
[F3][F5]
2023-02-22$73.52/sh−4,600$338,169→ 294,382 total
Sale
Common Stock
[F3][F6]
2023-02-22$73.53/sh−59,586$4,381,281→ 228,208 total
Sale
Common Stock
[F3]
2023-02-23$74.00/sh−38,812$2,872,088→ 189,396 total
Sale
Common Stock
[F3]
2023-02-23$73.53/sh−1$74→ 189,395 total
Exercise/Conversion
Performance Stock Unit
[F8]
2023-02-20−72,416→ 202,989 total
→ Common Stock (72,416 underlying)
Exercise/Conversion
Restricted Stock Units
[F9]
2023-02-20−19,895→ 119,987 total
→ Common Stock (19,895 underlying)
Exercise/Conversion
Restricted Stock Units
[F9]
2023-02-21−26,481→ 93,506 total
→ Common Stock (26,481 underlying)
Exercise/Conversion
Restricted Stock Units
[F9]
2023-02-22−22,340→ 71,166 total
→ Common Stock (22,340 underlying)
Award
Performance Stock Unit
[F10][F11]
2023-02-22+74,897→ 277,886 total
→ Common Stock (74,897 underlying)
Award
Restricted Stock Units
[F12][F13]
2023-02-22+61,296→ 132,462 total
→ Common Stock (61,296 underlying)
Exercise/Conversion
Restricted Stock Units
[F10]
2023-02-22−2,287→ 130,175 total
→ Common Stock (2,287 underlying)

Holdings

Common Stock
[F7]
(indirect: By 401(k))
6,547.483
Deferred Savings Plan Issuer Stock Units
[F14]
→ Common Stock (7,963.561 underlying)
7,963.561
Performance-Based Stock Options
[F15]
→ Common Stock (158,900 underlying)
158,900

Footnotes (15)

[F1]Delivery 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.
[F10]The stock units will vest based on their respective award agreements.
[F11]The 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 17, 2026) can range from 0% to 150% of the number presented above.
[F12]Each stock unit represents a conditional right to receive one share of the company's common stock.
[F13]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.
[F14]Each 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.
[F15]The options vest based on the conditions set forth in their respective agreements.
[F2]FICA tax withholding on the grant of restricted stock units.
[F3]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 6, 2022.
[F4]This transaction was executed in multiple trades at prices ranging from $74.00 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 securityholder of the company, full information regarding the shares sold at each separate price.
[F5]This transaction was executed in multiple trades at prices ranging from $73.02 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.
[F6]This transaction was executed in multiple trades at prices ranging from $72.97 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 issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
[F7]Includes automatic semi-monthly contributions to the reporting person's 401(k).
[F8]The performance stock units were awarded as compensation and convert to common stock based on the achievement of certain performance factors.
[F9]The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.

Signature

/s/ My Chi To, Attorney-in-Fact|2023-02-24

Documents

1 file

4
form4.xmlPrimary
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