KEYCORP /NEW/ — Director's Dealing 2019

Feb 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Burke Edward J. (Co-Pres., Key Community Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-17	Common Shares	M	57023	—	Acquired	146151	Direct
2019-02-17	Common Shares	F	24634	$17.51	Disposed	121517	Direct
2019-02-18	Common Shares	A	52986	—	Acquired	174503	Direct
2019-02-18	Common Shares	F	24111	$17.51	Disposed	150392	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-17	Restricted Stock Units	$	M	31616	Disposed		Common Shares (31616)	Direct
2019-02-17	Restricted Stock Units	$	M	10802	Disposed		Common Shares (10802)	Direct
2019-02-17	Restricted Stock Units	$	M	7492	Disposed		Common Shares (7492)	Direct
2019-02-17	Restricted Stock Units	$	M	7113	Disposed		Common Shares (7113)	Direct
2019-02-18	Restricted Stock Units	$	A	68532	Acquired		Common Shares (68532)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	6959	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: These restricted stock units, granted on February 16, 2015, vested in four equal annual installments ending on February 17, 2019.

F5: Includes approximately 951 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 650 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 676 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 856 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.