Edgar Filing: Voya Financial, Inc.

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MARTIN RODNEY O JR

2. Issuer Name and Ticker or Trading Symbol
Voya Financial, Inc. [VOYA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman and CEO

(Last)

(First)

(Middle)

230 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2014

(Street)

NEW YORK, NY 10169

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	05/08/2014		I		684.661 ⁽¹⁾	A	$ 34.25 ⁽¹⁾	684.661	I	By 401(k) Plan

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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Savings Plan Issuer Stock Units

⁽²⁾

05/08/2014

3,046.167

⁽²⁾

Common Stock

3,046.167

$ 34.25

3,046.167

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARTIN RODNEY O JR 230 PARK AVENUE NEW YORK, NY 10169	X		Chairman and CEO

Signatures

/s/ Harris Oliner, attorney in fact		05/12/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Issuer's 401(k) Plan's Issuer stock fund (the "Fund") is invested primarily, but not exclusively, in shares of the Issuer's Common Stock. These units include shares of the Issuer's Common Stock and cash. The ratio of Common Stock and cash fluctuates based on cash held in the Fund, shares held in the Fund and the price of the Common Stock. The reporting person may reallocate investments in these units to alternative investments in the future. The unit value of the Fund is calculated based on the total value of the Fund divided by the outstanding fund units, where the total Fund value is determined based on the total shares held at the end of each day times the closing share price plus the amount of cash held in the Fund. The Fund targets a cash balance equal to 3% of the total Fund value with the remaining 97% held in the Issuer's Common Stock. On May 8, 2014, the reporting person acquired 2,177.5653 units, the Fund's closing unit value was $11.295147 and the closing share price of the Issuer's Common Stock was $34.25.
(2)	Each of these units represents a right to receive the cash value of one share of the Issuer's Common Stock upon the reporting person's separation from the Issuer. The reporting person may reallocate investments in these units to alternative investments in the future.

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