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: Burke Edward J. (Co-Pres., Key Community Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Shares	M	11015	—	Acquired	124272	Direct
2016-03-01	Common Shares	F	5227	$10.90	Disposed	119045	Direct
2016-03-02	Common Shares	M	11284	—	Acquired	130330	Direct
2016-03-02	Common Shares	F	5355	$11.31	Disposed	124975	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Restricted Stock Units	$	M	11015	Disposed		Common Shares (11015)	Direct
2016-03-02	Restricted Stock Units	$	M	7346	Disposed		Common Shares (7346)	Direct
2016-03-02	Restricted Stock Units	$	M	3938	Disposed		Common Shares (3938)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	6480	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 496 dividend-equivalent restricted stock units accrued between March and December 2015.

F5: Includes approximately 180 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 97 dividend-equivalent restricted stock units accrued between March and December 2015.