KEYCORP /NEW/ — Director's Dealing 2016

Feb 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2016-02-04

Reporting Person: Buffie Craig A (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-04	Common Shares	M	56526	—	Acquired	68811	Direct
2016-02-04	Common Shares	F	18895	$10.91	Disposed	49916	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-04	Phantom Shares	$	M	56526	Disposed	2016-02-04	Common Stock (56526)	Direct

Footnotes

F1: Each phantom share was the economic equivalent of one share of KeyCorp common stock.

F2: Includes approximately 2,901 dividend-equivalent phantom shares accrued since June 2013.