Voya Financial, Inc. — Director's Dealing 2016

Mar 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Voya Financial, Inc. (VOYA)
CIK: 0001535929
Period of Report: 2016-03-07

Reporting Person: Smith Michael S (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-07	Common Stock	M	24172	—	Acquired	52648	Direct
2016-03-07	Common Stock	F	9428	$31.35	Disposed	43220	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-07	Restricted Stock Units	$	M	16511	Disposed		Common Stock (16511)	Direct
2016-03-07	Performance Stock Unit	$	M	7160	Disposed		Common Stock (7661)	Direct
2016-03-07	Restricted Stock Units	$	A	21691	Acquired		Common Stock (21691)	Direct
2016-03-07	Performance Stock Unit	$	A	26512	Acquired		Common Stock (26512)	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 and performance stock units that were awarded as compensation.

F2: The restricted stock units were awarded as compensation in 2014 and 2015 and converted to common stock on a 1 to 1 basis upon the vesting date.

F3: The performance stock units were awarded as compensation in 2015 and converted to common stock based on the achievement of certain performance factors.

F4: Each stock unit represents a conditional right to receive one share of the company's common stock.

F5: The number of stock units granted was determined by reference to the closing price of a share of the company's common stock on March 7, 2016, the date of the grant.

F6: 1/3 of the restricted stock units will vest on March 7, 2017, 1/3 on March 7, 2018 and 1/3 on March 7, 2019.

F7: 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 (March 7, 2019) can range from 0% to 150% of the number presented above.