KEYCORP /NEW/ — Director's Dealing 2016

Oct 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2016-09-30

Reporting Person: COOLEY CHARLES P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-30	Deferred Shares	$	A	2054	Acquired		Common Shares (2054)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	25000	Direct

Footnotes

F1: Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2013 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

F2: Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of October 1, 2027 or the death of the participant.

F3: Includes approximately 383 dividend-equivalent deferred shares accrued under the Deferred Share Plan in September 2016.