KEYCORP /NEW/ — Director's Dealing 2017

Jul 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2017-06-30

Reporting Person: Hipple Richard J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-30	Common Shares	M	6454	—	Acquired	20066	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-30	Deferred Shares	$	A	1200	Acquired		Common Shares (1200)	Direct
2017-07-01	Deferred Shares	$	M	6454	Disposed	2017-07-01	Common Shares (6454)	Direct

Footnotes

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

F2: Includes approximately 68 common shares acquired through dividend reinvestment in June 2017.

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 July 1, 2023 or the death of the participant.

F5: Includes approximately 238 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2017.