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: 2017-03-07

Reporting Person: Nelson Charles P (CEO, Retirement)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-07	Common Stock	M	8373	—	Acquired	11975	Direct
2017-03-07	Common Stock	F	3408	$41.09	Disposed	8567	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-07	Restricted Stock Units	$	M	8373	Disposed		Common Stock (8373)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Stock Unit	$		Common Stock (66681)	66681	Direct
Deferred Savings Plan Issuer Stock Units	$		Common Stock (1084.455)	1084.455	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 that were awarded as compensation.

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

F3: The stock units will vest based on their respective award agreements.

F4: 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 vesting can range from 0% to 150% of the number presented above.

F5: 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.