KEYCORP /NEW/ — Director's Dealing 2018

Nov 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2018-11-02

Reporting Person: Highsmith Carlton L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-02	Common Shares	M	6963	$13.93	Acquired	68088	Direct
2018-11-02	Common Shares	S	6963	$18.37	Disposed	61125	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-02	Option to Buy	$13.93	M	6963	Disposed	2018-11-03	Common Shares (6963)	Direct

Footnotes

F1: This option vested in three equal annual installments ending on November 3, 2011.

F2: This option was assumed by KeyCorp in the merger with First Niagara Financial Group, Inc. ("FNFG") and converted into a stock option exercisable for a number of whole shares (rounded down to the nearest whole share) equal to (i) the number of shares of FNFG common stock subject to such option multipled by (ii) 0.88.