Voya Financial, Inc. — Director's Dealing 2021

Feb 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Voya Financial, Inc. (VOYA)
CIK: 0001535929
Period of Report: 2021-02-18

Reporting Person: Nelson Charles P (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-18	Common Stock	M	801	—	Acquired	122408	Direct
2021-02-18	Common Stock	F	801	$56.59	Disposed	121607	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-18	Performance Stock Unit	$	A	32301	Acquired		Common Stock (32301)	Direct
2021-02-18	Restricted Stock Units	$	A	24872	Acquired		Common Stock (24872)	Direct
2021-02-18	Restricted Stock Units	$	M	801	Disposed		Common Stock (801)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance-Based Stock Options	$		Common Stock (182374)	182374	Direct
Deferred Savings Plan Issuer Stock Units	$		Common Stock (3878.216)	3878.216	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: FICA tax withholding on the grant of restricted stock units.

F3: Each stock unit represents a conditional right to receive one share of the company's common stock.

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 18, 2024) can range from 0% to 150% of the number presented above.

F5: 1/3 of the restricted stock units will vest on February 18, 2022, 1/3 on February 18, 2023 and 1/3 on February 18, 2024.

F6: The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.

F7: The options vest based on the conditions set forth in their respective agreements.

F8: 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.