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: COOLEY CHARLES P (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	25000	Direct
Common Shares	5	Indirect

Footnotes

F1: These shares are held by a partnership of which the reporting person's spouse is a partner.

F2: Each Deferred Share is the economic equivalent of one Common Share.

F3: Under the terms of KeyCorp's Directors' Deferred Share Sub-Plan of the KeyCorp 2019 Equity Compensation Plan (the "Deferred Share Plan"), the Particpant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 23, 2022.

F4: The Deferred Shares were awarded under the Deferred Share Plan.

F5: Includes approximately 2,663 dividend-equivalent Deferred Shares accrued between June 2018 and March 2019.