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: Evans Trina M (Director, Corporate Center)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-17	Common Shares	M	11221	—	Acquired	79929	Direct
2018-02-17	Common Shares	F	3409	$21.02	Disposed	76520	Direct
2018-02-19	Common Shares	A	12186	—	Acquired	88706	Direct
2018-02-19	Common Shares	F	3699	$21.02	Disposed	85007	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-17	Restricted Stock Units	$	M	2630	Disposed		Common Shares (2630)	Direct
2018-02-17	Restricted Stock Units	$	M	2271	Disposed		Common Shares (2271)	Direct
2018-02-17	Restricted Stock Units	$	M	3493	Disposed		Common Shares (3493)	Direct
2018-02-17	Restricted Stock Units	$	M	2827	Disposed		Common Shares (2827)	Direct
2018-02-19	Restricted Stock Units	$	A	11298	Acquired		Common Shares (11298)	Direct
2018-02-19	Option to Buy	$21.02	A	9765	Acquired	2028-02-19	Common Shares (9765)	Direct

Footnotes

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

F2: Includes approximately 15 common shares acquired through dividend reinvestment in March 2017.

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

F5: Includes approximately 53 dividend-equivalent restricted stock units accrued between March and December 2017.

F6: The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.

F7: Includes approximately 90 dividend-equivalent restricted stock units accrued between March and December 2017.

F8: The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.

F9: Includes approximately 210 dividend-equivalent restricted stock units accrued between March and December 2017.

F10: The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.

F11: Includes approximately 227 dividend-equivalent restricted stock units accrued between March and December 2017.

F12: The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.

F13: The options to buy, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.