KEYCORP /NEW/ — Director's Dealing 2015

Jul 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2015-07-22

Reporting Person: Schosser Douglas M (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-22	Common Shares	M	10479	—	Acquired	13856	Direct
2015-07-22	Common Shares	F	3707	$15.33	Disposed	10149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-22	Restricted Stock Units	$	M	10479	Disposed		Common Shares (10479)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3144	Indirect

Footnotes

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

F2: Includes approximately 9 dividend-equivalent restricted shares accrued in June 2015.

F3: Reported as of June 3, 2015.

F4: The restricted stock units vest in two equal annual installments beginning on July 22, 2015.

F5: Includes approximately 102 dividend-equivalent restricted stock units accrued in June 2015.