KEYCORP /NEW/ — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2017-02-17

Reporting Person: Hartmann William L. (Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Shares	M	16153	—	Acquired	112574	Direct
2017-02-17	Common Shares	F	5533	$18.96	Disposed	107041	Direct
2017-02-20	Common Shares	A	23569	—	Acquired	130610	Direct
2017-02-20	Common Shares	F	7861	$18.96	Disposed	122749	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Restricted Stock Units	$	M	5776	Disposed		Common Shares (5776)	Direct
2017-02-17	Restricted Stock Units	$	M	4266	Disposed		Common Shares (4266)	Direct
2017-02-17	Restricted Stock Units	$	M	6111	Disposed		Common Shares (6111)	Direct
2017-02-20	Restricted Stock Units	$	A	17799	Acquired		Common Shares (17799)	Direct
2017-02-20	Option to Buy	$18.96	A	13586	Acquired	2027-02-20	Common Shares (13586)	Direct

Footnotes

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

F2: Includes approximately 27 common shares acquired through dividend reinvestments in March 2016.

F3: These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 17, 2014.

F4: These restricted stock units, granted on February 17, 2014, vest in four equal annual installments that began on February 17, 2015.

F5: Includes approximately 290 dividend-equivalent restricted stock units accrued between March and December 2016.

F6: The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.

F7: Includes approximately 321 dividend-equivalent restricted stock units accrued between March and December 2016.

F8: The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.

F9: Includes approximately 614 dividend-equivalent restricted stock units accrued between March and December 2016.

F10: The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.

F11: The options to buy, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.