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.
Key filing fact
Ownership activity is grounded in SEC Form 3 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
No transaction description listed
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
No transaction description listed
Additional SEC filing notes
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