Voya Financial, Inc. — Director's Dealing 2017

Mar 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Voya Financial, Inc. (VOYA)
CIK: 0001535929
Period of Report: 2017-03-06

Reporting Person: Karaoglan Alain M (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-06	Common Stock	M	20930	—	Acquired	55749	Direct
2017-03-06	Common Stock	F	11684	$41.35	Disposed	44065	Direct
2017-03-07	Common Stock	S	9246	$41.1125	Disposed	34819	Direct
2017-03-07	Common Stock	M	27441	—	Acquired	62260	Direct
2017-03-07	Common Stock	F	15319	$41.09	Disposed	46941	Direct
2017-03-08	Common Stock	S	12122	$41.3683	Disposed	34819	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-06	Restricted Stock Units	$	M	9118	Disposed		Common Stock (9118)	Direct
2017-03-06	Performance Stock Unit	$1.06	M	11144	Disposed		Common Stock (11812)	Direct
2017-03-07	Restricted Stock Units	$	M	27441	Disposed		Common Stock (27441)	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: This transaction was executed in multiple trades at prices ranging from $41.0686 to $41.1300. 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 company, or a security holder of the company, full information regarding the shares sold at each separate price.

F3: 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.

F4: This transaction was executed in multiple trades at prices ranging from $41.3500 to $41.4500. 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 company, or a security holder of the company, full information regarding the shares sold at each separate price.

F5: The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.

F6: The performance stock units were awarded as compensation and converted to common stock based on the achievement of certain performance factors.