KEYCORP /NEW/ — Director's Dealing 2019

May 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2019-05-17

Reporting Person: Gile Elizabeth R. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-17	Common Shares	M	9610	—	Acquired	37823	Direct
2019-05-17	Common Shares	D	4805	$16.75	Disposed	33018	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-17	Deferred Shares	$	M	9610	Disposed	2019-05-17	Common Shares (9610)	Direct

Footnotes

F1: Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 17, 2019, 4,805 of the Reporting Person's Deferred Shares were settled for cash, and the remaining 4,805 Deferred Shares were settled for an equal number of KeyCorp Common Shares.

F2: Includes approximately 1,870 dividend-equivalent Deferred Shares accrued between June 2018 and March 2019.