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: Brady Amy G. (Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-17	Common Shares	M	19327	—	Acquired	92198	Direct
2018-02-17	Common Shares	F	6207	$21.02	Disposed	85991	Direct
2018-02-19	Common Shares	A	24373	—	Acquired	110364	Direct
2018-02-19	Common Shares	F	9926	$21.02	Disposed	100438	Direct
2018-02-20	Common Shares	M	17941	—	Acquired	118379	Direct
2018-02-20	Common Shares	F	5760	$20.95	Disposed	112619	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-17	Restricted Stock Units	$	M	4631	Disposed		Common Shares (4631)	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	3668	Disposed		Common Shares (3668)	Direct
2018-02-19	Restricted Stock Units	$	A	19029	Acquired		Common Shares (19029)	Direct
2018-02-19	Option to Buy	$21.02	A	19531	Acquired	2028-02-19	Common Shares (19531)	Direct
2018-02-20	Restricted Stock Units	$	M	17941	Disposed		Common Shares (17941)	Direct

Footnotes

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

F2: Includes approximately 260 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between August 2017 and 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: The restricted stock units, granted on February 17, 2014, vested in four equal annual installments ending on February 17, 2018.

F5: Includes approximately 93 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 183 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 391 dividend-equivalent restricted stock units accrued between March and December 2017.

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

F11: Includes approximately 295 dividend-equivalent restricted stock units accrued between March and December 2017.

F12: These 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.

F14: These restricted stock units, granted on February 20, 2017, vest in three equal annual installments beginning on February 20, 2018.

F15: Includes approximately 1,081 dividend-equivalent restricted stock units accrued between March and December 2017.