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: GILLIS RUTH ANN M (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	30269	Direct
Common Shares	12900	Indirect
Common Shares	5000	Indirect
Common Shares	46883	Indirect

Footnotes

F1: These shares are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust.

F2: These shares are held in a living trust. The reporting person is trustee of the trust.

F3: Each Deferred Share is the economic equivalent of one Common Share.

F4: Under the terms of KeyCorp's Directors' Deferred Share Sub-Plan of the KeyCorp 2019 Equity Compensation Plan (the "Deferred Share Plan"), payment of the deferred shares has been deferred until October 1, 2022.

F5: The Deferred Shares were awarded under the Deferred Share Plan.

F6: Includes approximately 491 dividend-equivalent Deferred Shares accrued in March 2019.