Voya Financial, Inc. — Director's Dealing 2017

Mar 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Voya Financial, Inc. (VOYA)
CIK: 0001535929
Period of Report: 2017-03-27

Reporting Person: Ragavan Chetlur S (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-27	Common Stock	M	2936	—	Acquired	28315	Direct
2017-03-27	Common Stock	F	1515	$36.98	Disposed	26800	Direct
2017-03-28	Common Stock	S	1421	$37.3073	Disposed	25379	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-27	Restricted Stock Units	$	M	2936	Disposed		Common Stock (2936)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Stock Unit	$		Common Stock (30141)	30141	Direct
Deferred Savings Plan Issuer Stock Units	$		Common Stock (6867.126)	6867.126	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 shares being sold are vested equity awards granted in 2013 with respect to the 2012 performance year.

F3: This transaction was executed in multiple trades at prices ranging from $37.2930 to $37.3200. 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.

F4: The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting 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.

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.