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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-06	Common Stock	M	49836	—	Acquired	107615	Direct
2017-03-06	Common Stock	F	27820	$41.35	Disposed	79795	Direct
2017-03-07	Common Stock	M	64468	—	Acquired	144263	Direct
2017-03-07	Common Stock	F	35988	$41.09	Disposed	108275	Direct
2017-03-08	Common Stock	S	2529	$41.5594	Disposed	105746	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-06	Restricted Stock Units	$	M	21710	Disposed		Common Stock (21710)	Direct
2017-03-06	Performance Stock Unit	$1.06	M	26534	Disposed		Common Stock (28126)	Direct
2017-03-07	Restricted Stock Units	$	M	64468	Disposed		Common Stock (64468)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4097.9575	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Savings Plan Issuer Stock Units	$		Common Stock (7620.56)	7620.56	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 shares being sold are vested equity awards representing annual incentive payments made with respect to the 2013 performance year, which were mandatorily deferred pursuant to European executive compensation regulations.

F4: This transaction was executed in multiple trades at prices ranging from $41.5400 to $41.6150. 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.

F7: 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.