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: Gorman Christopher M. (Pres. of Banking & Vice Chair)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-17	Common Shares	M	70278	—	Acquired	373222	Direct
2019-02-17	Common Shares	F	31873	$17.51	Disposed	341349	Direct
2019-02-18	Common Shares	A	121111	—	Acquired	462460	Direct
2019-02-18	Common Shares	F	54972	$17.51	Disposed	407488	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-17	Restricted Stock Units	$	M	19516	Disposed		Common Shares (19516)	Direct
2019-02-17	Restricted Stock Units	$	M	24692	Disposed		Common Shares (24692)	Direct
2019-02-17	Restricted Stock Units	$	M	13318	Disposed		Common Shares (13318)	Direct
2019-02-17	Restricted Stock Units	$	M	12753	Disposed		Common Shares (12753)	Direct
2019-02-18	Restricted Stock Units	$	A	63963	Acquired		Common Shares (63963)	Direct
2019-02-18	Option to Buy	$17.51	A	91205	Acquired	2029-02-18	Common Shares (91205)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3732	Indirect

Footnotes

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

F2: Includes approximately 4,018 common shares acquired through dividend reinvestments between September and December 2018 and approximately 235 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between August 2018 and February 2019.

F3: These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 15, 2016.

F4: Reported as of February 8, 2019.

F5: The restricted stock units, granted on February 16, 2015, vested in four equal annual installments ending on February 17, 2019.

F6: Includes approximately 587 dividend-equivalent restricted stock units accrued between March and December 2018.

F7: The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.

F8: Includes approximately 1,485 dividend-equivalent restricted stock units accrued between March and December 2018.

F9: The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.

F10: Includes approximately 1,202 dividend-equivalent restricted stock units accrued between March and December 2018.

F11: The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.

F12: Includes approximately 1,534 dividend-equivalent restricted stock units accrued between March and December 2018.

F13: The restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.

F14: The options to buy, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.