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: Harris Paul N (General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Shares	M	15759	—	Acquired	131470	Direct
2017-02-17	Common Shares	F	5417	$18.96	Disposed	126053	Direct
2017-02-20	Common Shares	A	22626	—	Acquired	148679	Direct
2017-02-20	Common Shares	F	7546	$18.96	Disposed	141133	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Restricted Stock Units	$	M	4950	Disposed		Common Shares (4950)	Direct
2017-02-17	Restricted Stock Units	$	M	4452	Disposed		Common Shares (4452)	Direct
2017-02-17	Restricted Stock Units	$	M	6357	Disposed		Common Shares (6357)	Direct
2017-02-20	Restricted Stock Units	$	A	13713	Acquired		Common Shares (13713)	Direct
2017-02-20	Option to Buy	$18.96	A	14130	Acquired	2027-02-20	Common Shares (14130)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	20938	Indirect

Footnotes

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

F2: Includes approximately 32 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: Reported as of February 9, 2017.

F5: The restricted stock units, granted on February 17, 2014, vest in four equal annual installments that began on February 17, 2015.

F6: Includes approximately 249 dividend-equivalent restricted stock units accrued between March and December 2016.

F7: The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.

F8: Includes approximately 335 dividend-equivalent restricted stock units accrued between March and December 2016.

F9: The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.

F10: Includes approximately 638 dividend-equivalent restricted stock units accrued between March and December 2016.

F11: The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.

F12: The options to buy, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.