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: KIMBLE DONALD R (Chf. Finance Off. & Vice Chair)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-17	Common Shares	M	42989	—	Acquired	239993	Direct
2018-02-17	Common Shares	F	20034	$21.02	Disposed	219959	Direct
2018-02-19	Common Shares	A	52810	—	Acquired	272769	Direct
2018-02-19	Common Shares	F	23922	$21.02	Disposed	248847	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-17	Restricted Stock Units	$	M	10104	Disposed		Common Shares (10104)	Direct
2018-02-17	Restricted Stock Units	$	M	9843	Disposed		Common Shares (9843)	Direct
2018-02-17	Restricted Stock Units	$	M	14968	Disposed		Common Shares (14968)	Direct
2018-02-17	Restricted Stock Units	$	M	8074	Disposed		Common Shares (8074)	Direct
2018-02-19	Restricted Stock Units	$	A	29495	Acquired		Common Shares (29495)	Direct
2018-02-19	Option to Buy	$21.02	A	30273	Acquired	2028-02-19	Common Shares (30273)	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 203 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 395 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 902 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 648 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.