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: 2017-07-01

Reporting Person: GILLIS RUTH ANN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-01	Common Shares	M	4617	—	Acquired	10551	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-01	Deferred Shares	$	M	4617	Disposed	2017-07-01	Common Shares (4617)	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: Prior to 2014, directors were permitted to defer the payment of directors' fees into the KeyCorp Second Directors' Deferred Compensation Plan ("Deferred Compensation Plan"). The deferred fees were converted to deferred shares, which are the economic equivalent of common shares. These deferred shares are being distributed as common shares pursuant to the terms of the Deferred Compensation Plan.

F2: 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.

F3: 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.

F4: Includes approximately 298 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan between September 2016 and June 2017.