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: Ferrara Nancy (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-11	Common Stock	S	1395	$35.6746	Disposed	17915	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-10	Restricted Stock Units	$	A	8384	Acquired		Common Stock (8384)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Stock Unit	$		Common Stock (9608)	9608	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $35.67 to $35.68. 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.

F2: Each stock unit represents a conditional right to receive one share of the company's common stock.

F3: 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.

F4: 1/3 of the restricted stock units will vest on the first, second and third anniversary of the grant date.

F5: The stock units will vest based on their respective award agreements.

F6: 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.