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: Harris Paul N (General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Shares	M	6779	—	Acquired	112715	Direct
2016-03-01	Common Shares	F	2227	$10.90	Disposed	110488	Direct
2016-03-02	Common Shares	M	9350	—	Acquired	119838	Direct
2016-03-02	Common Shares	F	4159	$11.31	Disposed	115679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Restricted Stock Units	$	M	6779	Disposed		Common Shares (6779)	Direct
2016-03-02	Restricted Stock Units	$	M	6782	Disposed		Common Shares (6782)	Direct
2016-03-02	Restricted Stock Units	$	M	2568	Disposed		Common Shares (2568)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	20522	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 305 dividend-equivalent restricted stock units accrued between March and December 2015.

F5: Includes approximately 167 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.

F7: Includes approximately 63 dividend-equivalent restricted stock units accrued between March and December 2015.