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: Gorman Christopher M. (Merger Integration Executive)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Shares	M	58522	—	Acquired	441161	Direct
2017-02-17	Common Shares	F	20479	$18.96	Disposed	420682	Direct
2017-02-20	Common Shares	A	75422	—	Acquired	496104	Direct
2017-02-20	Common Shares	F	36165	$18.96	Disposed	459939	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Restricted Stock Units	$	M	16504	Disposed		Common Shares (16504)	Direct
2017-02-17	Restricted Stock Units	$	M	18550	Disposed		Common Shares (18550)	Direct
2017-02-17	Restricted Stock Units	$	M	23468	Disposed		Common Shares (23468)	Direct
2017-02-20	Restricted Stock Units	$	A	50632	Acquired		Common Shares (50632)	Direct
2017-02-20	Option to Buy	$18.96	A	52173	Acquired	2027-02-20	Common Shares (52173)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3546	Indirect

Footnotes

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

F2: Includes approximately 7,281 common shares acquired through dividend reinvestments between March and December 2016, and approximately 535 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between March 2016 and February 2017.

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 828 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 1,397 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 2,356 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.