KEYCORP /NEW/ — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2016-05-19

Reporting Person: COOLEY CHARLES P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-23	Common Shares	P	5000	$12.41	Acquired	25000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-19	Deferred Shares	$	A	8878	Acquired		Common Shares (8878)	Direct

Footnotes

F1: Each Deferred Share is the economic equivalent of one Common Share.

F2: Under the terms of KeyCorp's Directors' Deferred Share Sub-Plan of the KeyCorp 2013 Equity Compensation Plan (the "Deferred Share Plan"), payment of the deferred shares has been deferred until October 1, 2027.

F3: The Deferred Shares were awarded under the Deferred Share Plan.