KEYCORP /NEW/ — Director's Dealing 2017

May 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2017-05-09

Reporting Person: Schosser Douglas M (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-09	Common Shares	M	4000	$9.26	Acquired	31419	Direct
2017-05-09	Common Shares	F	1989	$18.62	Disposed	29430	Direct
2017-05-09	Common Shares	S	12913	$18.59	Disposed	16517	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Option to Buy	$9.26	M	4000	Disposed	2021-03-04	Common Shares (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3268	Indirect

Footnotes

F1: Includes approximately 7 common shares acquired through dividend reinvestment in March 2017.

F2: Reported as of March 22, 2017.

F3: This option vested in four equal annual installments ending on ending on March 4, 2015.