KEYCORP /NEW/ — Director's Dealing 2017

May 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2017-05-18

Reporting Person: COOLEY CHARLES P (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-18	Deferred Shares	$	A	6787	Acquired		Common Shares (6787)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	25000	Direct
Common Shares	5	Indirect

Footnotes

F1: These shares are held by a partnership of which the reporting person's spouse is a partner.

F2: Each Deferred Share is the economic equivalent of one Common Share.

F3: Under the terms of KeyCorp's Directors' Deferred Share Sub-Plan of the KeyCorp 2013 Equity Compensation Plan (the "Deferred Share Plan"), payment of the deferred shares has been deferred until October 1, 2025.

F4: The Deferred Shares were awarded under the Deferred Share Plan.

F5: Includes approximately 278 dividend-equivalent Deferred Shares accrued in March 2017.