KEYCORP /NEW/ — Director's Dealing 2016

Aug 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2016-08-26

Reporting Person: Devine Dennis A (Co-Pres., Key Community Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-26	Common Shares	M	29692	—	Acquired	93881	Direct
2016-08-26	Common Shares	F	12448	$12.32	Disposed	81433	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-26	Restricted Stock Units	$	M	29692	Disposed		Common Shares (29692)	Direct

Footnotes

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

F2: Includes approximately 889 dividend-equivalent restricted stock units accrued between September 2015 and June 2016.

F3: The restricted stock units vested in four equal annual installments.The final installment vested on August 26, 2016.