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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-17	Common Shares	M	57883	—	Acquired	157078	Direct
2018-02-17	Common Shares	F	24833	$21.02	Disposed	132245	Direct
2018-02-19	Common Shares	A	42654	—	Acquired	174899	Direct
2018-02-19	Common Shares	F	19344	$21.02	Disposed	155555	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-17	Restricted Stock Units	$	M	9473	Disposed		Common Shares (9473)	Direct
2018-02-17	Restricted Stock Units	$	M	30665	Disposed		Common Shares (30665)	Direct
2018-02-17	Restricted Stock Units	$	M	10478	Disposed		Common Shares (10478)	Direct
2018-02-17	Restricted Stock Units	$	M	7267	Disposed		Common Shares (7267)	Direct
2018-02-19	Restricted Stock Units	$	A	27592	Acquired		Common Shares (27592)	Direct
2018-02-19	Option to Buy	$21.02	A	23437	Acquired	2028-02-19	Common Shares (23437)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	6728	Indirect

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: Reported as of January 26, 2018.

F4: These restricted stock units, granted on February 17, 2014, vested in four equal annual installments ending on February 17, 2018.

F5: Includes approximately 190 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 1,231 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 631 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 584 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.