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: Gorman Christopher M. (Pres. of Banking & Vice Chair)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-17	Common Shares	M	72637	—	Acquired	559214	Direct
2018-02-17	Common Shares	F	32943	$21.02	Disposed	526271	Direct
2018-02-19	Common Shares	A	101558	—	Acquired	627829	Direct
2018-02-19	Common Shares	F	46057	$21.02	Disposed	581772	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-17	Restricted Stock Units	$	M	16841	Disposed		Common Shares (16841)	Direct
2018-02-17	Restricted Stock Units	$	M	18930	Disposed		Common Shares (18930)	Direct
2018-02-17	Restricted Stock Units	$	M	23949	Disposed		Common Shares (23949)	Direct
2018-02-17	Restricted Stock Units	$	M	12917	Disposed		Common Shares (12917)	Direct
2018-02-19	Restricted Stock Units	$	A	49476	Acquired		Common Shares (49476)	Direct
2018-02-19	Option to Buy	$21.02	A	50781	Acquired	2028-02-19	Common Shares (50781)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3608	Indirect

Footnotes

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

F2: Includes approximately 26 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan in February 2018.

F3: These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 16, 2015.

F4: Reported as of January 26, 2018.

F5: The restricted stock units, granted on February 17, 2014, vested in four equal annual installments ending on February 17, 2018.

F6: Includes approximately 338 dividend-equivalent restricted stock units accrued between March and December 2017.

F7: The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.

F8: Includes approximately 761 dividend-equivalent restricted stock units accrued between March and December 2017.

F9: The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.

F10: Includes approximately 1,443 dividend-equivalent restricted stock units accrued between March and December 2017.

F11: The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.

F12: Includes approximately 1,037 dividend-equivalent restricted stock units accrued between March and December 2017.

F13: The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.

F14: The options to buy, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.