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: Schosser Douglas M (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-17	Common Shares	M	8263	—	Acquired	30927	Direct
2019-02-17	Common Shares	F	2510	$17.51	Disposed	28417	Direct
2019-02-18	Common Shares	A	11354	—	Acquired	39771	Direct
2019-02-18	Common Shares	F	3681	$17.51	Disposed	36090	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	2572	Disposed		Common Shares (2572)	Direct
2019-02-17	Restricted Stock Units	$	M	1908	Disposed		Common Shares (1908)	Direct
2019-02-17	Restricted Stock Units	$	M	1441	Disposed		Common Shares (1441)	Direct
2019-02-18	Restricted Stock Units	$	A	6282	Acquired		Common Shares (6282)	Direct
2019-02-18	Option to Buy	$17.51	A	8957	Acquired	2029-02-18	Common Shares (8957)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3419	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 70 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 155 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 172 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 173 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.