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: Schosser Douglas M (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-22	Common Shares	M	10745	—	Acquired	24807	Direct
2016-07-22	Common Shares	F	3530	$11.81	Disposed	21277	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-22	Restricted Stock Units	$	M	10745	Disposed		Common Shares (10745)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3184	Indirect

Footnotes

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

F2: Includes approximately 7 dividend-equivalent restricted shares accrued in March 2016.

F3: Reported as of December 31, 2015.

F4: Includes approximately 266 dividend-equivalent restricted stock units accrued between September 2015 and June 2016.

F5: The restricted stock units vested in two equal annual installments ending on July 22, 2016.