KEYCORP /NEW/ — Director's Dealing 2015

Feb 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2015-02-17

Reporting Person: Morris Robert L (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-17	Common Shares	M	1182	—	Acquired	25122	Direct
2015-02-17	Common Shares	F	452	$14.15	Disposed	24670	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-17	Restricted Stock Units	$	M	1182	Disposed		Common Shares (1182)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	16189	Indirect

Footnotes

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

F2: Reported as of December 14, 2014.

F3: The restricted stock units, granted on February 17, 2014, vest in four equal annual installments beginning on February 17, 2015.

F4: Includes approximately 85 dividend-equivalent restricted stock units accrued between March and December 2014.