SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Steenbergen Ewout L

(Last) (First) (Middle)
230 PARK AVENUE

(Street)
NEW YORK NY 10169

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Voya Financial, Inc. [ VOYA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/07/2016 M 32,981 A (1) 32,981 D
Common Stock 03/07/2016 F 18,219 D $31.35 14,762 D
Common Stock 03/08/2016 S 9,665 D $30.8531 (2) 5,097 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 03/07/2016 M 26,660 (3) (3) Common Stock 26,660 $0 39,070 D
Performance Stock Unit (4) 03/07/2016 M 5,908 (4) (4) Common Stock 6,321 $0 11,816 D
Restricted Stock Units (5) 03/07/2016 A 48,489 (6) (7) (7) Common Stock 48,489 $0 87,559 D
Performance Stock Unit (5) 03/07/2016 A 59,265 (6) (8) (8) Common Stock 59,265 (8) $0 71,081 D
Explanation of Responses:
1. 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.
2. This transaction was executed in multiple trades at prices ranging from $30.818 to $30.90. 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 securityholder of the company, full information regarding the shares sold at each separate price.
3. The restricted stock units were awarded as compensation in 2014 and 2015 and converted to common stock on a 1 to 1 basis upon the vesting date.
4. The performance stock units were awarded as compensation in 2015 and converted to common stock based on the achievement of certain performance factors.
5. Each stock unit represents a conditional right to receive one share of the company's common stock.
6. The number of stock units granted was determined by reference to the closing price of a share of the company's common stock on March 7, 2016, the date of the grant.
7. 1/3 of the restricted stock units will vest on March 7, 2017, 1/3 on March 7, 2018 and 1/3 on March 7, 2019.
8. 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 (March 7, 2019) can range from 0% to 150% of the number presented above.
Remarks:
Executive Vice President and Chief Financial Officer
/s/ Jean Weng, Attorney in Fact 03/09/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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