KEYCORP /NEW/ — Director's Dealing 2018

Feb 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2018-02-15

Reporting Person: Gorman Christopher M. (Pres. of Banking & Vice Chair, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-15	Common Shares	M	65000	$11.16	Acquired	542589	Direct
2018-02-15	Common Shares	S	56038	$20.97	Disposed	486551	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	Option to Buy	$11.16	M	65000	Disposed	2018-07-25	Common Shares (65000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3608	Indirect

Footnotes

F1: Includes approximately 2,052 common shares acquired through dividend reinvestments in December 2017 and approximately 98 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between November 2017 and January 2018.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.96 to $20.98.

F3: The reporting person may provide to KeyCorp, any security holder of KeyCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

F4: Reported as of January 26, 2018.

F5: This option vested in three equal annual installments ending on July 25, 2011.