KEYCORP /NEW/ — Director's Dealing 2018

May 10, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2018-05-08

Reporting Person: Burke Edward J. (Co-Pres., Key Community Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-08	Common Shares	S	10000	$19.83	Disposed	126526	Direct
2018-05-08	Common Shares	M	8962	$11.16	Acquired	135488	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-08	Option to Buy	$11.16	M	8962	Disposed	2018-07-25	Common Shares (8962)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	6765	Indirect

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.82 to $19.83.

F2: The reporting person may provide to KeyCorp, any security holder of KeyCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

F3: Reported as of March 15, 2018.

F4: This option vested in three equal annual installments ending on July 25, 2011.