Voya Financial, Inc. — Director's Dealing 2018

Feb 23, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Voya Financial, Inc. (VOYA)
CIK: 0001535929
Period of Report: 2018-02-21

Reporting Person: SILVA KEVIN D (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-22	Common Stock	M	3920	—	Acquired	9299	Direct
2018-02-22	Common Stock	F	2130	$50.71	Disposed	7169	Direct
2018-02-23	Common Stock	S	895	$50.77	Disposed	6274	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-21	Restricted Stock Units	$	A	10241	Acquired		Common Stock (10241)	Direct
2018-02-21	Performance Stock Unit	$	A	11883	Acquired		Common Stock (11883)	Direct
2018-02-22	Restricted Stock Units	$	M	3920	Disposed		Common Stock (3920)	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: Each stock unit represents a conditional right to receive one share of the company's common stock.

F3: 1/3 of the restricted stock units will vest on February 21, 2019, 1/3 on February 21, 2020 and 1/3 on February 21, 2021.

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 the vesting date (February 21, 2021) can range from 0% to 150% of the number presented above.

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