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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-16	Restricted Stock Units	$	A	114812	Acquired		Common Shares (114812)	Direct
2015-02-16	Option to Buy	$14.11	A	24249	Acquired	2025-02-16	Common Shares (24249)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	67379	Direct
Common Shares	6320	Indirect

Footnotes

F1: Reported as of December 14, 2014.

F2: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F3: The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.

F4: The options to buy, granted on February 16, 2015 vest in four equal annual installments beginning on February 17, 2016.