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: Evans Trina M (Director, Corporate Center)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-17	Common Shares	M	11768	—	Acquired	82980	Direct
2019-02-17	Common Shares	F	3574	$17.51	Disposed	79406	Direct
2019-02-18	Common Shares	A	17662	—	Acquired	97068	Direct
2019-02-18	Common Shares	F	5526	$17.51	Disposed	91542	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-17	Restricted Stock Units	$	M	2342	Disposed		Common Shares (2342)	Direct
2019-02-17	Restricted Stock Units	$	M	3600	Disposed		Common Shares (3600)	Direct
2019-02-17	Restricted Stock Units	$	M	2913	Disposed		Common Shares (2913)	Direct
2019-02-17	Restricted Stock Units	$	M	2913	Disposed		Common Shares (2913)	Direct
2019-02-18	Restricted Stock Units	$	A	12564	Acquired		Common Shares (12564)	Direct
2019-02-18	Option to Buy	$17.51	A	17915	Acquired	2029-02-18	Common Shares (17915)	Direct

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

F4: Includes approximately 70 dividend-equivalent restricted stock units accrued between March and December 2018.

F5: The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.

F6: Includes approximately 217 dividend-equivalent restricted stock units accrued between March and December 2018.

F7: The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.

F8: Includes approximately 263 dividend-equivalent restricted stock units accrued between March and December 2018.

F9: The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.

F10: Includes approximately 350 dividend-equivalent restricted stock units accrued between March and December 2018.

F11: The restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.

F12: The options to buy, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.