KEYCORP /NEW/ — Director's Dealing 2015

Aug 31, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2015-08-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-27	Common Shares	M	28540	—	Acquired	62067	Direct
2015-08-27	Common Shares	F	10920	$13.88	Disposed	51147	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-27	Restricted Stock Units	$	M	28540	Disposed		Common Shares (28540)	Direct

Footnotes

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

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

F3: Includes approximately 1,210 dividend-equivalent restricted stock units accrued between September 2014 and June 2015.