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KEYCORP /NEW/ Director's Dealing 2018

May 14, 2018

30283_dirs_2018-05-14_1033f6d9-627b-4515-a66a-bd3ac71766fd.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2018-05-10

Reporting Person: COOLEY CHARLES P (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-05-10 Deferred Shares $ A 5917 Acquired Common Shares (5917) 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"), the Particpant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 10, 2021.

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

F5: Includes approximately 1,396 dividend-equivalent Deferred Shares accrued between June 2017 and March 2018.