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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-15	Restricted Stock Units	$	A	40038	Acquired		Common Shares (40038)	Direct
2016-02-15	Option to Buy	$10.49	A	49065	Acquired	2026-02-15	Common Shares (49065)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	87717	Direct
Common Shares	6480	Indirect

Footnotes

F1: Reported as of December 31, 2015.

F2: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F3: The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.

F4: The options to buy, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.