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: Johnson Carolyn M (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-06	Common Stock	M	3870	—	Acquired	5454	Direct
2017-03-06	Common Stock	F	1326	$41.35	Disposed	4128	Direct
2017-03-07	Common Stock	M	2923	—	Acquired	7051	Direct
2017-03-07	Common Stock	F	1001	$41.09	Disposed	6050	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-06	Restricted Stock Units	$	M	2073	Disposed		Common Stock (2073)	Direct
2017-03-06	Performance Stock Unit	$1.06	M	1696	Disposed		Common Stock (1797)	Direct
2017-03-07	Restricted Stock Units	$	M	2923	Disposed		Common Stock (2923)	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: 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.

F3: The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.

F4: The performance stock units were awarded as compensation and converted to common stock based on the achievement of certain performance factors.