KEYCORP /NEW/ — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2015-02-16

Reporting Person: Gorman Christopher M. (President, Key Corporate Bank)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-16	Restricted Stock Units	$	A	70871	Acquired		Common Shares (70871)	Direct
2015-02-16	Option to Buy	$14.11	A	57736	Acquired	2025-02-16	Common Shares (57736)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	306207	Direct
Common Shares	3389	Indirect

Footnotes

F1: Includes approximately 3,812 common shares acquired through dividend reinvestments between March and December 2014, and approximately 538 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between March 2014 and February 2015.

F2: Reported as of December 14, 2014.

F3: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F4: The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.

F5: The options to buy, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.