KEYCORP /NEW/ — Director's Dealing 2016

Aug 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2016-08-01

Reporting Person: Crosby Gary M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-01	Common Shares	A	767693	—	Acquired	767693	Direct
2016-08-01	Common Shares	A	641	—	Acquired	641	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-01	Option to Buy	$12.83	A	21149	Acquired	2019-07-13	Common Shares (21149)	Direct
2016-08-01	Option to Buy	$16.41	A	31157	Acquired	2020-01-25	Common Shares (31157)	Direct
2016-08-01	Option to Buy	$15.68	A	40421	Acquired	2021-01-24	Common Shares (40421)	Direct
2016-08-01	Option to Buy	$11.19	A	72784	Acquired	2022-03-30	Common Shares (72784)	Direct
2016-08-01	Option to Buy	$10.07	A	101382	Acquired	2023-03-28	Common Shares (101382)	Direct
2016-08-01	Option to Buy	$10.54	A	214844	Acquired	2024-03-28	Common Shares (214844)	Direct

Footnotes

F1: Acquired pursuant to the Agreement and Plan of Merger by and among First Niagara Financial Group, Inc. ("FNFG") and KeyCorp dated October 30, 2015 (the "Merger Agreement"), pursuant to which FNFG was merged with and into KeyCorp, effective August 1, 2016 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of FNFG common stock was exchanged, in part, for 0.68 shares of KeyCorp common stock. Each unvested FNFG restricted stock unit award was converted into a KeyCorp restricted stock unit award for a number of whole shares (rounded down to the nearest whole share) of KeyCorp common stock equal to (i) the amount of FNFG common stock underlying such restricted stock unit award (with performance conditions, if any, deemed satisfied at target) multiplied by (ii) 0.88.

F2: Pursuant to the Merger, each issued and outstanding share of FNFG common stock was exchanged, in part, for 0.68 shares of KeyCorp common stock.

F3: This option vested in three equal annual installments ending on July 13, 2012.

F4: This option was assumed by KeyCorp in the Merger and converted into a stock option exercisable for a number of whole shares (rounded down to the nearest whole share) equal to (i) the number of shares of FNFG common stock subject to such option multipled by (ii) 0.88.

F5: This option vested in three equal annual installments ending on January 25, 2013.

F6: This option vested in three equal annual installments ending on January 24, 2014.

F7: This option vested in three equal annual installments ending on March 30, 2015.

F8: This option vested in three equal annual installments ending on March 28, 2016.

F9: This option vests in three equal annual installments ending on March 28, 2017.