Voya Financial, Inc. — Director's Dealing 2016

Aug 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Voya Financial, Inc. (VOYA)
CIK: 0001535929
Period of Report: 2016-08-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-08	Common Stock	J	100000	—	Disposed	57779	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3574.2696	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Savings Plan Issuer Stock Units	$		Common Stock (7462.467)	7462.467	Direct
Performance Stock Unit	$		Common Stock (165348)	165348	Direct
Restricted Stock Units	$		Common Stock (222354)	222354	Direct

Footnotes

F1: These shares were transferred from the reporting person to the Rodney O. Martin Jr. 2006 Irrevocable Insurance Trust, an estate planning trust for the benefit of certain
members of the reporting person's family. In consideration of the transfer, the reporting person received from the trust a promissory note in the amount of $2,806,500 (or
$28.065 per share), calculated as the average of the high and low reported trading prices of Voya Financial, Inc. common stock on the date of transfer, multiplied by the number
of shares transferred.

F2: 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.

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.