Voya Financial, Inc. — Director's Dealing 2014

Mar 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ING U.S., Inc. (VOYA)
CIK: 0001535929
Period of Report: 2014-03-07

Reporting Person: MARTIN RODNEY O JR (Director, Chairman and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-07	Restricted Stock Units	$	A	135386	Acquired		Common Stock (135386)	Direct

Footnotes

F1: Each restricted stock unit represents a conditional right to receive one share of the Issuer's Common Stock.

F2: The number of restricted stock units granted was determined by reference to the closing price of a share of the Issuer's Common Stock on February 25, 2014, the date the grant was approved by the Compensation and Benefits Committee of the Board of Directors of the Issuer. The grant was subject to approval by the Supervisory Board of ING Group pursuant to the terms of the Shareholder Agreement between the Issuer and ING Group dated as of May 7, 2013. The Supervisory Board approved the grant on March 7, 2014.

F3: Fifty percent of the restricted stock units will vest on March 7, 2016, 25% on March 7, 2017 and 25% on March 7, 2018.