KEYCORP /NEW/ — Director's Dealing 2013

Mar 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2013-03-01

Reporting Person: Gorman Christopher M. (President, Key Coporate Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-02	Common Shares	M	6686	$9.33	Acquired	286236	Direct
2013-03-02	Common Shares	F	3173	$9.33	Disposed	283063	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-01	Restricted Stock Units	$	A	81457	Acquired	2014-03-02	Common Shares (81457)	Direct
2013-03-01	Option to Buy	$9.33	A	53521	Acquired	2023-03-02	Common Shares (53521)	Direct
2013-03-02	Restricted Stock Units	$	M	6686	Disposed	2013-03-02	Common Shares (6686)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3307	Indirect

Footnotes

F1: Includes approximately 58 Common Shares acquired through the KeyCorp Amended and Restated Discounted Stock Purchase Plan for employees in February 2013.

F2: As of December 31, 2012.

F3: Conversion to common shares is on a one-for-one basis.

F4: Vests in four equal annual installments.

F5: Includes approximately 486 dividend-equivalent restricted stock units accrued during 2012.