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: Devine Dennis A (Co-Pres., Key Community Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Shares	M	8473	—	Acquired	66973	Direct
2016-03-01	Common Shares	F	2784	$10.90	Disposed	64189	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Restricted Stock Units	$	M	8473	Disposed		Common Shares (8473)	Direct

Footnotes

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

F2: The restricted stock units, granted on March 1, 2013, vest in four equal annual installments.

F3: Includes approximately 382 dividend-equivalent restricted stock units accrued between March and December 2015.