KEYCORP /NEW/ — Director's Dealing 2019

May 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2019-05-23

Reporting Person: Highsmith Carlton L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-23	Deferred Shares	$	A	7869	Acquired		Common Shares (7869)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	61125	Direct

Footnotes

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

F2: Under the terms of KeyCorp's Directors' Deferred Share Sub-Plan of the KeyCorp 2019 Equity Compensation Plan (the "Deferred Share Plan"), the participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 23, 2022.

F3: The Deferred Shares were awarded under the Deferred Share Plan.

F4: Includes approximately 461 dividend-equivalent Deferred Shares accrued between June 2018 and March 2019.