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: Gorman Christopher M. (President, Key Coporate Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Shares	M	21466	—	Acquired	381239	Direct
2016-03-01	Common Shares	F	10186	$10.90	Disposed	371053	Direct
2016-03-02	Common Shares	M	7176	—	Acquired	378228	Direct
2016-03-02	Common Shares	F	3405	$11.31	Disposed	374823	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Restricted Stock Units	$	M	21466	Disposed		Common Shares (21466)	Direct
2016-03-02	Restricted Stock Units	$	M	7176	Disposed		Common Shares (7176)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3475	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 967 dividend-equivalent restricted stock units accrued between March and December 2015.

F5: Includes approximately 176 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.