KEYCORP /NEW/ — Director's Dealing 2015

Mar 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2015-03-02

Reporting Person: Harris Paul N (General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-02	Common Shares	M	9040	—	Acquired	101557	Direct
2015-03-02	Common Shares	F	4291	$14.02	Disposed	97266	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-02	Restricted Stock Units	$	M	6557	Disposed		Common Shares (6557)	Direct
2015-03-02	Restricted Stock Units	$	M	2483	Disposed		Common Shares (2483)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	20095	Indirect

Footnotes

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

F2: Reported as of March 1, 2015.

F3: The restricted stock units, granted on March 2, 2012, vest in four equal annual installments.

F4: Includes approximately 263 dividend-equivalent restricted stock units accrued between March and December 2014.

F5: Includes approximately 100 dividend-equivalent restricted stock units accrued between March and December 2014.