X0306 4 2017-03-27 0001535929 Voya Financial, Inc. VOYA 0001236604 MARTIN RODNEY O JR 230 PARK AVENUE NEW YORK NY 10169 1 1 Chairman and CEO Common Stock 2017-03-27 4 M 0 19375 A 125121 D Common Stock 2017-03-27 4 F 0 10816 36.98 D 114305 D Common Stock 2017-03-28 4 S 0 8559 37.289 D 105746 D Common Stock 4101.7049 I By 401(k) Plan Restricted Stock Units 2017-03-27 4 M 0 19375 0 D Common Stock 19375 186514 D Performance Stock Unit Common Stock 227249 227249 D Deferred Savings Plan Issuer Stock Units Common Stock 7620.56 7620.56 D 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. The shares being sold are vested equity awards granted in 2013 with respect to the 2012 performance year. This transaction was executed in multiple trades at prices ranging from $37.2873 to $37.3050. 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. The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date. The stock units will vest based on their respective award agreements. 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. 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. /s/ Jean Weng, Attorney in Fact 2017-03-28