KEYCORP /NEW/ — Director's Dealing 2017

May 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2017-04-28

Reporting Person: Ryan Kevin Thomas (Chief Risk Review Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-28	Common Shares	M	12500	$11.16	Acquired	52795	Direct
2017-04-28	Common Shares	F	7620	$18.31	Disposed	45175	Direct
2017-04-28	Common Shares	M	4400	$5.55	Acquired	49575	Direct
2017-04-28	Common Shares	F	1332	$18.32	Disposed	48243	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-28	Option to Buy	$11.16	M	12500	Disposed	2018-07-25	Common Shares (12500)	Direct
2017-04-28	Option to Buy	$5.55	M	4400	Disposed	2019-07-27	Common Shares (4400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	12290	Indirect

Footnotes

F1: Includes approximately 11 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 July 25, 2012.

F4: This option vested in four equal annual installments ending on July 27, 2013.