KEYCORP /NEW/ — Director's Dealing 2017

Jul 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2017-07-26

Reporting Person: MOONEY BETH E (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-26	Common Shares	M	350000	$6.12	Acquired	1114782	Direct
2017-07-26	Common Shares	F	230793	$18.21	Disposed	883989	Direct
2017-07-26	Common Shares	M	46564	$8.59	Acquired	930553	Direct
2017-07-26	Common Shares	F	22031	$18.16	Disposed	908522	Direct
2017-07-26	Common Shares	M	12531	$7.98	Acquired	921053	Direct
2017-07-26	Common Shares	F	5512	$18.14	Disposed	915541	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-26	Option to Buy	$6.12	M	350000	Disposed	2019-06-12	Common Shares (350000)	Direct
2017-07-26	Option to Buy	$8.59	M	46564	Disposed	2021-05-19	Common Shares (46564)	Direct
2017-07-26	Option to Buy	$7.98	M	12531	Disposed	2022-03-02	Common Shares (12531)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5525	Indirect

Footnotes

F1: Includes approximately 1,385 common shares acquired through dividend reinvestments since December 2016.

F2: Reported as of July 27, 2017.

F3: This option, which was issued on June 12, 2009 in connection with KeyCorp's participation in the U.S. Treasury's Troubled Assets Relief Program ("TARP"), was fully vested on the date of grant, but not exercisable until KeyCorp's repayment of its TARP obligations (which occurred on the date shown).

F4: This option vested in four equal annual installments ending on May 19, 2015.

F5: This option vested in four equal annual installments ending on March 2, 2016.