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: Hartmann William L. (Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-01	Common Shares	M	6794	—	Acquired	62461	Direct
2014-03-01	Common Shares	F	2232	$13.17	Disposed	60229	Direct
2014-03-02	Common Shares	M	7642	—	Acquired	67871	Direct
2014-03-02	Common Shares	F	2511	$13.17	Disposed	65359	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-01	Restricted Stock Units	$	M	6794	Disposed		Common Shares (6794)	Direct
2014-03-02	Restricted Stock Units	$	M	5366	Disposed		Common Shares (5366)	Direct
2014-03-02	Restricted Stock Units	$	M	2276	Disposed		Common Shares (2276)	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 380 dividend-equivalent restricted stock units accrued between June and December 2013.

F4: The restricted stock units, granted on March 2, 2012, vest in four equal annual installments that began on the first anniversary of the grant date.

F5: Includes approximately 329 dividend-equivalent restricted stock units accrued between March and December 2013.

F6: Includes approximately 140 dividend-equivalent restricted stock units accrued between March and December 2013.