KEYCORP /NEW/ — Director's Dealing 2018

Jul 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2018-06-30

Reporting Person: CUTLER ALEXANDER M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-01	Common Shares	M	27828	—	Acquired	82828	Direct
2018-07-01	Common Shares	M	92941	—	Acquired	175769	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-30	Deferred Shares	$	A	831	Acquired		Common Shares (831)	Direct
2018-07-01	Deferred Shares	$	M	27828	Disposed	2018-07-01	Common Shares (27828)	Direct
2018-07-01	Deferred Shares	$	M	92941	Disposed	2018-07-01	Common Shares (92941)	Direct

Footnotes

F1: Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2013 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

F2: 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.

F3: Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of July 1, 2022 or the death of the participant.

F4: Includes approximately 477 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2018.

F5: Includes approximately 8,546 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan between March 2014 and June 2018.