KEYCORP /NEW/ — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2014-03-01

Reporting Person: Khayat Clark H (Director, Corporate Strategy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-01	Common Shares	M	5707	—	Acquired	17852	Direct
2014-03-01	Common Shares	F	1875	$13.17	Disposed	15977	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-01	Restricted Stock Units	$	M	5707	Disposed		Common Shares (5707)	Direct

Footnotes

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

F2: The restricted stock units, granted on March 1, 2013, vest in four equal annual installments beginning on March 1, 2014.

F3: Includes approximately 319 dividend-equivalent restricted stock units accrued between June and December 2013.