KEYCORP /NEW/ — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2016-02-15

Reporting Person: Harris Paul N (General Counsel & Secretary)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-15	Restricted Stock Units	$	A	24785	Acquired		Common Shares (24785)	Direct
2016-02-15	Option to Buy	$10.49	A	30373	Acquired	2026-02-15	Common Shares (30373)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	100077	Direct
Common Shares	20522	Indirect

Footnotes

F1: Includes approximately 12 common shares accrued through dividend reinvestment in March 2015.

F2: Reported as of December 31, 2015.

F3: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F4: The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.

F5: The options to buy, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.