KEYCORP /NEW/ — Director's Dealing 2014

Jul 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2014-07-23

Reporting Person: Morris Robert L (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-23	Common Shares	M	325	—	Acquired	24046	Direct
2014-07-23	Common Shares	F	107	$13.58	Disposed	23939	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-23	Restricted Stock Units	$	M	325	Disposed		Common Shares (325)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	16027	Indirect

Footnotes

F1: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F2: Reported as of June 30, 2014.

F3: The restricted stock units vest in four equal annual installments. The first vesting occurred on July 23, 2013.

F4: Includes approximately 17 dividend-equivalent Restricted Stock Units accrued between July 2013 and July 2014.