KEYCORP /NEW/ — Director's Dealing 2016

Jul 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2016-07-22

Reporting Person: Dallas H James (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-22	Common Shares	M	6876	—	Acquired	56384	Direct
2016-07-22	Common Shares	D	3438	$11.81	Disposed	52946	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-22	Deferred Shares	$	M	6876	Disposed	2016-07-22	Common Shares (6876)	Direct

Footnotes

F1: Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On July 22, 2016, 3,438 of Mr. Dallas's Deferred Shares were settled for cash, and the remaining 3,438 Deferred Shares were settled for an equal number of KeyCorp Common Shares.

F2: Includes approximately 206 dividend-equivalent Deferred Shares accrued in June 2016.