KEYCORP /NEW/ — Director's Dealing 2013

Jul 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-07-23

Reporting Person: Evans Trina M (Director, Corporate Center)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-23	Common Shares	M	13750	$5.55	Acquired	51957	Direct
2013-07-23	Common Shares	M	5713	$7.98	Acquired	57670	Direct
2013-07-23	Common Shares	M	7900	$8.42	Acquired	65570	Direct
2013-07-23	Common Shares	F	19298	$12.27	Acquired	46272	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-23	Option to Buy	$5.55	M	13750	Disposed	2019-07-27	Common Shares (13750)	Direct
2013-07-23	Option to Buy	$7.98	M	5713	Disposed	2022-03-02	Common Shares (5713)	Direct
2013-07-23	Option to Buy	$8.42	M	7900	Disposed	2020-07-27	Common Shares (7900)	Direct

Footnotes

F1: Includes 126 Restricted Shares that accrued as a dividend on unvested Restricted Shares in June 2013.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.27 per share to $10.28 per share, inclusive. The reporting person undertakes to provide KeyCorp, any holder of KeyCorp Common Shares, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.