KEYCORP /NEW/ — Director's Dealing 2017

Nov 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2017-11-03

Reporting Person: Highsmith Carlton L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-03	Common Shares	M	7600	$13.06	Acquired	68725	Direct
2017-11-03	Common Shares	S	7600	$18.39	Disposed	61125	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-03	Common Shares	$13.06	M	7600	Disposed	2017-11-05	Common Shares (7600)	Direct

Footnotes

F1: This option vested in three equal annual installments ending on November 5, 2010.

F2: This option was assumed by KeyCorp in the merger with First Niagara Financial Group, Inc. ("FNFG") and converted into a stock option exercisable for a number of whole shares (rounded down to the nearest whole share) equal to (i) the number of shares of FNFG common stock subject to such option multipled by (ii) 0.88.