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: 2014-07-24

Reporting Person: Dallas H James (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-22	Common Shares	M	8822	—	Acquired	36254	Direct
2014-07-22	Common Shares	D	4411	$13.55	Disposed	31833	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-22	Deferred Shares	$	F	8822	Disposed	2014-07-22	Common Shares (8822)	Direct

Footnotes

F1: Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On July 22, 2014, 4,411 of Mr. Dallas's Deferred Shares were settled for cash, and the remaining 4,411 Deferred Shares were settled for an equal number of KeyCorp Common Shares.

F2: Includes approximately 453 dividend-equivalent Deferred Shares between July 2013 and July 2014.