KEYCORP /NEW/ — Director's Dealing 2017

Oct 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2017-09-29

Reporting Person: GILLIS RUTH ANN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-29	Common Shares	M	11495	—	Acquired	22045	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-09-29	Deferred Shares	$	M	11495	Disposed	2017-09-29	Common Shares (11495)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5000	Indirect
Common Shares	12900	Indirect
Common Shares	14938	Indirect
Common Shares	7900	Indirect
Common Shares	2000	Indirect

Footnotes

F1: Each Deferred Share was the economic equivalent of one KeyCorp Common Share.

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

F3: 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.

F4: These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust.

F5: Includes approximately 767 dividend-equivalent Deferred Shares accrued between June and September 2017.