KEYCORP /NEW/ — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2016-12-31

Reporting Person: GILLIS RUTH ANN M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-31	Deferred Shares	$	A	1094	Acquired		Common Shares (1094)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	17634	Direct
Common Shares	12900	Indirect
Common Shares	8300	Indirect

Footnotes

F1: These shares are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust.

F2: These shares are held in a living trust. The reporting person is trustee of the trust.

F3: Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2013 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

F4: Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 2, 2019 or the death of the participant.

F5: Includes approximately 301 dividend-equivalent deferred shares accrued under the Deferred Share Plan in December 2016.