Sec Form 3 Filing - Levin Matthew @ Voya Financial, Inc. - 2023-01-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Levin Matthew 2. Issuer Name and Ticker or Trading Symbol Voya Financial, Inc. [ VOYA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 230 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2023 (Street) NEW YORK, NY10169 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 19,471( 1 )( 2 )( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 4 )( 5 ) ( 4 )( 5 ) ( 4 )( 5 ) Common Stock 98,894 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Levin Matthew 230 PARK AVENUE NEW YORK, NY10169 See Remarks Signatures /s/ My Chi To, Attorney-in-Fact 02/03/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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"). ( 3 )Represents Restricted Shares received by the Reporting Person pursuant to the Merger. The Restricted Shares shall vest on July 24, 2023. ( 4 )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. ( 5 )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.

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.