Matthew Levin - 24 Jan 2023 Form 3 Insider Report for Voya Financial, Inc. (VOYA)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
3
Accepted by SEC
03 Feb 2023, 15:03:51 UTC
Prior SEC filing
22 Dec 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ My Chi To, Attorney-in-Fact

Key filing fact

Matthew Levin filed Form 3 for Voya Financial, Inc. (VOYA) on 03 Feb 2023.

Key facts

  • This page summarizes Matthew Levin's Form 3 filing for Voya Financial, Inc. (VOYA).
  • 0 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 03 Feb 2023, 15:03.

Change

  • Previous filing in this sequence was filed on 22 Dec 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Official SEC source

Ownership activity is grounded in SEC Form 3 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VOYA holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
19,471
Date
24 Jan 2023
Ownership
Direct
Footnotes
F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VOYA holding Derivative

Restricted Stock Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
Date
24 Jan 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
98,894
Exercise price
Footnotes
F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

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.

Footnote F2

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").

Footnote F3

Represents Restricted Shares received by the Reporting Person pursuant to the Merger. The Restricted Shares shall vest on July 24, 2023.

Footnote F4

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.

Footnote F5

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.

SEC remarks

President and CEO, Benefitfocus | Exhibit List: Exhibit 24 - Power of Attorney

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