SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
Voya Financial, Inc.
(Name of Issuer)
(Title of Class of Securities)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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Names of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ING Groep N.V.
Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) ¨
Sec use only
Citizenship or place of organization
Sole voting power
Shared voting power
Sole dispositive power
Shared dispositive power
Aggregate amount beneficially owned by each reporting person
Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
Percent of class represented by amount in Row (9)
Type of reporting person (see instructions)
1 Based on 241,828,592 shares of Common Stock, $.01 par value, of Voya Financial, Inc. issued and outstanding, as reported by the issuer in a prospectus supplement dated November 12, 2014, filed with the Securities and Exchange Commission on November 14, 2014.
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|(a)||Name of Issuer|
Voya Financial, Inc.
|(b)||Address of Issuers Principal Executive Offices|
230 Park Avenue,
New York, New York 10169
|(a)||Name of Person Filing|
ING Groep N.V.
|(b)||Address of the Principal Office or, if none, residence|
|(d)||Title of Class of Securities|
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|(a)||¨||Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).|
|(b)||¨||Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).|
|(c)||¨||Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).|
|(d)||¨||Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).|
|(e)||¨||An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);|
|(f)||¨||An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);|
|(g)||¨||A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);|
|(h)||¨||A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);|
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|(i)||¨||A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);|
|(j)||¨||Group, in accordance with § 240.13d1(b)(1)(ii)(J).|
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|(a)||Amount beneficially owned: 45,617,374|
|(b)||Percent of class: 18.9%|
|(c)||Number of shares as to which the person has:|
|(i)||Sole power to vote or to direct the vote 45,617,374|
|(ii)||Shared power to vote or to direct the vote 0|
|(iii)||Sole power to dispose or to direct the disposition of 45,617,374|
|(iv)||Shared power to dispose or to direct the disposition of 0|
Item 5. Ownership of Five Percent or Less of a Class.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
Item 10. Certification.
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|Date: January 19, 2015||ING GROEP N.V.|
|Title:||Head of Corporate Legal Department|
|Title:||Senior Legal Counsel|