KEYCORP /NEW/ — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2015-12-31

Reporting Person: MANOS KRISTEN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-01	Common Shares	M	5893	—	Acquired	56673	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-31	Deferred Shares	$	A	1630	Acquired		Common Shares (1630)	Direct
2016-01-01	Deferred Shares	$	M	5893	Disposed	2016-01-01	Common Shares (5893)	Direct

Footnotes

F1: Prior to 2014, directors were permitted to defer the payment of directors' fees into the KeyCorp Second Directors' Deferred Compensation Plan ("Deferred Compensation Plan"). The deferred fees were converted to deferred shares, which are the economic equivalent of common shares. These deferred shares are being distributed as common shares pursuant to the terms of the Deferred Compensation Plan.

F2: Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2013 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

F3: Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2019 or the death of the participant.

F4: Includes approximately 268 dividend-equivalent deferred shares accrued under the Deferred Share Plan in December 2015.

F5: Includes approximately 600 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan between March and December 2015.