Sec Form 4 Filing - Ferrara Nancy @ Voya Financial, Inc. - 2018-02-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Ferrara Nancy
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
(Last)
(First)
(Middle)
230 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2018
(Street)
NEW YORK, NY10169
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/22/2018 M 1,932 A 19,711 D
Common Stock 02/22/2018 F 545 D $ 50.71 19,166 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 2 ) 02/21/2018 A 4,899 ( 3 ) ( 3 ) Common Stock 4,899 $ 0 29,303 D
Performance Stock Unit ( 2 ) 02/21/2018 A 5,684 ( 4 ) ( 4 ) Common Stock 5,684 ( 4 ) $ 0 21,141 D
Restricted Stock Units ( 5 ) 02/22/2018 M 1,932 ( 5 ) ( 5 ) Common Stock 1,932 $ 0 27,371 D
Deferred Savings Plan Issuer Stock Units ( 6 ) ( 6 ) ( 6 ) Common Stock 6,766.293 6,766.293 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ferrara Nancy
230 PARK AVENUE
NEW YORK, NY10169
See Remarks
Signatures
/s/ Jean Weng, Attorney in Fact 02/23/2018
** Signature of Reporting Person Date
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 that were awarded as compensation.
( 2 )Each stock unit represents a conditional right to receive one share of the company's common stock.
( 3 )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.
( 4 )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.
( 5 )The restricted stock units were awarded as compensation and converted to common stock on a 1 to 1 basis upon the vesting date.
( 6 )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.

Remarks:
Executive Vice President of Operations and Continuous Improvement (CI)

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).

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