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Voya Financial, Inc. Director's Dealing 2016

Mar 30, 2016

30803_dirs_2016-03-30_ad167e56-c374-4361-8afe-5a3ddba75488.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Voya Financial, Inc. (VOYA)
CIK: 0001535929
Period of Report: 2016-03-28

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-03-28 Common Stock M 19373 Acquired 170905 Direct
2016-03-28 Common Stock F 10802 $30.45 Disposed 160103 Direct
2016-03-29 Common Stock S 2324 $30.336 Disposed 157779 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-03-28 Restricted Stock Units $ M 19373 Disposed Common Stock (19373) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3527.1816 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Performance Stock Unit $ Common Stock (165348) 165348 Direct
Deferred Savings Plan Issuer Stock Units $ Common Stock (7301.515) 7301.515 Direct

Footnotes

F1: Delivery of shares of the company's common stock was 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: The restricted stock units were awarded as compensation in 2013 and converted to common stock on a 1 to 1 basis upon the vesting date.

F3: The stock units will vest based on their respective award agreements.

F4: The number of shares of common stock that will be delivered for each performance stock unit depends on the achievement of certain performance factors. Depending on actual performance, the number of shares of common stock delivered upon the vesting date can range from 0% to 150% of the number presented above.

F5: Each of these units represents a right to receive the cash value of one share of the company's common stock upon the reporting person's separation from the company. The reporting person may reallocate investments in these units to alternative investments in the future.