KEYCORP /NEW/ — Director's Dealing 2017

Feb 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2017-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Shares	M	56038	$11.16	Acquired	231468	Direct
2017-02-21	Common Shares	F	43922	$19.09	Disposed	187546	Direct
2017-02-21	Common Shares	M	48000	$6.12	Acquired	235546	Direct
2017-02-21	Common Shares	S	48000	$19.03	Disposed	187546	Direct
2017-02-21	Common Shares	M	26449	$8.42	Acquired	213995	Direct
2017-02-21	Common Shares	F	18763	$19.07	Disposed	195232	Direct
2017-02-21	Common Shares	M	23357	$8.59	Acquired	218589	Direct
2017-02-21	Common Shares	F	16686	$19.04	Disposed	201903	Direct
2017-02-21	Common Shares	M	45130	$7.98	Acquired	247033	Direct
2017-02-21	Common Shares	F	31491	$19.03	Disposed	215542	Direct
2017-02-21	Common Shares	M	13732	$9.33	Acquired	229274	Direct
2017-02-21	Common Shares	F	10091	$19.02	Disposed	219183	Direct
2017-02-21	Common Shares	M	10694	$12.92	Acquired	229877	Direct
2017-02-21	Common Shares	F	8895	$19.09	Disposed	220982	Direct
2017-02-21	Common Shares	M	12267	$10.49	Acquired	233249	Direct
2017-02-21	Common Shares	F	9389	$19.10	Disposed	223860	Direct
2017-02-21	Common Shares	S	113430	$19.04	Disposed	110430	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-21	Option to Buy	$11.16	M	56038	Disposed	2018-07-25	Common Shares (56038)	Direct
2017-02-21	Option to Buy	$6.12	M	48000	Disposed	2019-06-12	Common Shares (48000)	Direct
2017-02-21	Option to Buy	$8.42	M	26449	Disposed	2020-07-27	Common Shares (26449)	Direct
2017-02-21	Option to Buy	$8.59	M	23357	Disposed	2021-05-19	Common Shares (23357)	Direct
2017-02-21	Option to Buy	$7.98	M	45130	Disposed	2022-03-02	Common Shares (45130)	Direct
2017-02-21	Option to Buy	$9.33	M	13732	Disposed	2023-03-01	Common Shares (13732)	Direct
2017-02-21	Option to Buy	$12.92	M	10694	Disposed	2024-02-17	Common Shares (10694)	Direct
2017-02-21	Option to Buy	$10.49	M	12267	Disposed	2026-02-15	Common Shares (12267)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	6612	Indirect

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.02 to $19.07.

F2: The reporting person may provide to KeyCorp, any security holder of KeyCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

F3: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.09.

F4: Reported as of February 9, 2017.

F5: This option vested in three equal annual installments ending on July 25, 2011.

F6: This option, which was issued on June 12, 2009 in connection with KeyCorp's participation in the U.S. Treasury's Troubled Assets Relief Program ("TARP"), was fully vested on the date of grant, but not exercisable until KeyCorp's repayment of its TARP obligations (which occurred on the date shown).

F7: This option vested in three equal annual installments ending on July 27, 2013.

F8: This option vested in four equal annual installments ending on May 19, 2015.

F9: This option vested in four equal annual installments ending on March 2, 2016.

F10: This option vests in four equal annual installments ending on March 1, 2017.

F11: This option vests in four equal annual installments ending on February 17, 2018.

F12: This option vests in four equal annual installments ending on February 17, 2020.