KEYCORP /NEW/ — Director's Dealing 2014

May 30, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2014-05-22

Reporting Person: Devine Dennis A (Co-Pres., Key Community Bank)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5474	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options to Buy	$9.33	2023-03-01	Common Shares (14084)		Direct
Options to Buy	$12.92	2024-02-17	Common Shares (10931)		Direct
Restricted Stock Unit	$		Common Shares (83753)		Direct
Restricted Stock Unit	$		Common Shares (24587)		Direct
Restricted Stock Unit	$		Common Shares (26808)		Direct

Footnotes

F1: Vests in four equal annual installments, beginning on the date shown.

F2: These restricted stock units vest in four equal annual installments. The first installment vested on August 27, 2013.

F3: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F4: These restricted stock units vest in four equal annual installments. The first installment vested on March 1, 2014.

F5: These restricted stock units vest in four equal annual installments beginning on February 17, 2015.