KEYCORP /NEW/ — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2018-02-17

Reporting Person: Harris Paul N (General Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-17	Common Shares	M	19580	—	Acquired	206171	Direct
2018-02-17	Common Shares	F	5945	$21.02	Disposed	200226	Direct
2018-02-19	Common Shares	A	24373	—	Acquired	224599	Direct
2018-02-19	Common Shares	F	7398	$21.02	Disposed	217201	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-17	Restricted Stock Units	$	M	5052	Disposed		Common Shares (5052)	Direct
2018-02-17	Restricted Stock Units	$	M	4543	Disposed		Common Shares (4543)	Direct
2018-02-17	Restricted Stock Units	$	M	6486	Disposed		Common Shares (6486)	Direct
2018-02-17	Restricted Stock Units	$	M	3499	Disposed		Common Shares (3499)	Direct
2018-02-19	Restricted Stock Units	$	A	12369	Acquired		Common Shares (12369)	Direct
2018-02-19	Option to Buy	$21.02	A	12695	Acquired	2028-02-19	Common Shares (12695)	Direct

Footnotes

F1: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F2: These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 16, 2015.

F3: The restricted stock units, granted on February 17, 2014, vested in four equal annual installments ending on February 17, 2018.

F4: Includes approximately 102 dividend-equivalent restricted stock units accrued between March and December 2017.

F5: The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.

F6: Includes approximately 183 dividend-equivalent restricted stock units accrued between March and December 2017.

F7: The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.

F8: Includes approximately 391 dividend-equivalent restricted stock units accrued between March and December 2017.

F9: The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.

F10: Includes approximately 281 dividend-equivalent restricted stock units accrued between March and December 2017.

F11: The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.

F12: The options to buy, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.