KEYCORP /NEW/ — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2016-03-01

Reporting Person: MOONEY BETH E (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Shares	M	45192	—	Acquired	580224	Direct
2016-03-01	Common Shares	F	22122	$10.90	Disposed	558102	Direct
2016-03-02	Common Shares	M	9426	—	Acquired	567528	Direct
2016-03-02	Common Shares	F	4614	$11.31	Disposed	562914	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Restricted Stock Units	$	M	45192	Disposed		Common Shares (45192)	Direct
2016-03-02	Restricted Stock Units	$	M	9426	Disposed		Common Shares (9426)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5359	Indirect

Footnotes

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

F2: Reported as of December 31, 2015.

F3: The restricted stock units, granted on March 1, 2013, vest in four equal annual installments.

F4: Includes approximately 2,035 dividend-equivalent restricted stock units accrued between March and December 2015.

F5: Includes approximately 231 dividend-equivalent restricted stock units accrued between March and December 2015.

F6: The restricted stock units, granted on March 2, 2012, fully vest on March 2, 2016.