KEYCORP /NEW/ — Director's Dealing 2019

Jul 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2019-06-30

Reporting Person: CUTLER ALEXANDER M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-01	Common Shares	M	9706	—	Acquired	185474	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-30	Deferred Shares	$	A	1056	Acquired		Common Shares (1056)	Direct
2019-07-01	Deferred Shares	$	M	9706	Disposed	2019-07-01	Common Shares (9706)	Direct

Footnotes

F1: Each Deferred Share was the economic equivalent of one KeyCorp Common Share.

F2: Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2019 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

F3: Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of July 1, 2022 or the death of the participant.

F4: Includes approximately 665 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2019.