KEYCORP /NEW/ — Director's Dealing 2016

Feb 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2016-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-17	Common Shares	M	38347	—	Acquired	126064	Direct
2016-02-17	Common Shares	F	12807	$10.93	Disposed	113257	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-17	Restricted Stock Units	$	M	9050	Disposed		Common Shares (9050)	Direct
2016-02-17	Restricted Stock Units	$	M	29297	Disposed		Common Shares (29297)	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 February 17, 2014, vest in four equal annual installments that began on February 17, 2015.

F4: Includes approximately 550 dividend-equivalent restricted stock units accrued between March and December 2015.

F5: The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.

F6: Includes approximately 2,372 dividend-equivalent restricted stock units accrued between March and December 2015.