Voya Financial, Inc. — Director's Dealing 2016

Nov 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Voya Financial, Inc. (VOYA)
CIK: 0001535929
Period of Report: 2016-11-10

Reporting Person: Smith Michael S (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-10	Restricted Stock Units	$	A	16769	Acquired		Common Stock (16769)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	48309	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Stock Unit	$		Common Stock (40833)	40833	Direct

Footnotes

F1: Each stock unit represents a conditional right to receive one share of the company's common stock.

F2: The number of stock units granted was determined by reference to the closing price of a share of the company's common stock on November 10, 2016, the date of the grant.

F3: 1/3 of the restricted stock units will vest on the first, second and third anniversary of the grant date.

F4: The stock units will vest based on their respective award agreements.

F5: 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 vesting can range from 0% to 150% of the number presented above.