Voya Financial, Inc. — Director's Dealing 2015

Apr 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Voya Financial, Inc. (VOYA)
CIK: 0001535929
Period of Report: 2015-03-30

Reporting Person: Becker Jeffrey T (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-30	Common Stock	M	14325	—	Acquired	54212	Direct
2015-03-30	Common Stock	F	6970	$43.31	Disposed	47242	Direct
2015-03-30	Common Stock	S	3790	$43.6477	Disposed	43452	Direct

Footnotes

F1: Delivery of shares of the issuer's common stock were made to the reporting person without the payment of any consideration in connection with the vesting of the underlying restricted stock units that were awarded as compensation.

F2: Represents shares of common stock withheld to satisfy tax obligations, following delivery of common stock underlying the restricted stock units described in footnote 1.

F3: The shares being sold are vested equity awards representing annual incentive payments made with respect to the 2012 performance year, which were mandatorily deferred pursuant to European executive compensation regulations.

F4: This transaction was executed in multiple trades at prices ranging from $43.6340 to $43.6640. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.