KEYCORP /NEW/ — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2017-03-01

Reporting Person: Paine Andrew J III (Co-Head Corporate Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Common Shares	M	7940	—	Acquired	89286	Direct
2017-03-01	Common Shares	F	3808	$19.36	Disposed	85478	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-01	Restricted Stock Units	$	M	7940	Disposed		Common Shares (7940)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	17731	Indirect
Common Shares	31806	Indirect
Common Shares	445	Indirect

Footnotes

F1: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F2: Reported as of February 9, 2017.

F3: Includes approximately 147 dividend-equivalent restricted stock units accrued between June and December 2016.

F4: The restricted stock units, granted on March 1, 2013, vested in four equal annual installments ending on March 1, 2017.