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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-15	Restricted Stock Units	$	A	91515	Acquired		Common Shares (91515)	Direct
2016-02-15	Option to Buy	$10.49	A	112149	Acquired	2026-02-15	Common Shares (112149)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	337006	Direct
Common Shares	3475	Indirect

Footnotes

F1: Includes approximately 5,029 common shares acquired through dividend reinvestments between March and December 2015, and approximately 540 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between March 2015 and February 2016.

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.