KEYCORP /NEW/ - Director's Dealing 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2015-05-19

Reporting Person: Burke Edward J. (Co-Pres., Key Community Bank)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-19	Common Shares	M	5829	—	Acquired	90483	Direct
2015-05-19	Common Shares	F	2766	$15.11	Disposed	87717	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-19	Restricted Stock Units	$	M	5829	Disposed		Common Shares (5829)	Direct

Security	Shares	Ownership
Common Shares	6345	Indirect

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

F2: Reported as of March 1, 2015.

F3: Includes approximately 108 dividend-equivalent restricted stock units accrued between June 2014 and March 2015.

F4: The restricted stock units, granted on May 19, 2011, fully vest on May 19, 2015.