KEYCORP /NEW/ — Director's Dealing 2019

Feb 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2019-02-17

Reporting Person: MOONEY BETH E (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-17	Common Shares	M	127029	—	Acquired	1163752	Direct
2019-02-17	Common Shares	F	58563	$17.51	Disposed	1105189	Direct
2019-02-18	Common Shares	A	222038	—	Acquired	1327227	Direct
2019-02-18	Common Shares	F	102352	$17.51	Disposed	1224875	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-17	Restricted Stock Units	$	M	31226	Disposed		Common Shares (31226)	Direct
2019-02-17	Restricted Stock Units	$	M	45267	Disposed		Common Shares (45267)	Direct
2019-02-17	Restricted Stock Units	$	M	24417	Disposed		Common Shares (24417)	Direct
2019-02-17	Restricted Stock Units	$	M	26119	Disposed		Common Shares (26119)	Direct
2019-02-18	Restricted Stock Units	$	A	145745	Acquired		Common Shares (145745)	Direct
2019-02-18	Option to Buy	$17.51	A	207817	Acquired	2029-02-18	Common Shares (207817)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	5754	Indirect

Footnotes

F1: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F2: These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 15, 2016.

F3: Reported as of February 8, 2019.

F4: The restricted stock units, granted on February 16, 2015, vested in four equal annual installments ending on February 17, 2019.

F5: Includes approximately 939 dividend-equivalent restricted stock units accrued between March and December 2018.

F6: The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.

F7: Includes approximately 2,723 dividend-equivalent restricted stock units accrued between March and December 2018.

F8: The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.

F9: Includes approximately 2,203 dividend-equivalent restricted stock units accrued between March and December 2018.

F10: The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.

F11: Includes approximately 3,142 dividend-equivalent restricted stock units accrued between March and December 2018.

F12: The restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.

F13: The options to buy, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.