KEYCORP /NEW/ — Director's Dealing 2016

Jul 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2016-06-30

Reporting Person: GILLIS RUTH ANN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-01	Common Shares	M	5934	—	Acquired	17634	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-30	Deferred Shares	$	A	1809	Acquired		Common Shares (1809)	Direct
2016-07-01	Deferred Shares	$	M	5934	Disposed	2016-07-01	Common Shares (5934)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	12900	Indirect
Common Shares	8300	Indirect

Footnotes

F1: Prior to 2014, directors were permitted to defer the payment of directors' fees into the KeyCorp Second Directors' Deferred Compensation Plan ("Deferred Compensation Plan"). The deferred fees were converted to deferred shares, which are the economic equivalent of common shares. These deferred shares are being distributed as common shares pursuant to the terms of the Deferred Compensation Plan.

F2: These shares are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust.

F3: These shares are held in a living trust. The reporting person is trustee of the trust.

F4: 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.

F5: Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 2, 2019 or the death of the participant.

F6: Includes approximately 443 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2016.

F7: Includes approximately 1,023 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan between March 2014 and June 2016.