KEYCORP /NEW/ — Director's Dealing 2019

Jan 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2018-12-31

Reporting Person: MANOS KRISTEN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-01	Common Shares	M	6410	—	Acquired	78258	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-31	Deferred Shares	$	A	1522	Acquired		Common Shares (1522)	Direct
2019-01-01	Deferred Shares	$	M	6410	Disposed	2019-01-01	Common Shares (6410)	Direct

Footnotes

F1: Each Deferred Share is the economic equivalent of one Common Share.

F2: Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2013 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

F3: Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2022 or the death of the participant.

F4: Includes approximately 947 dividend-equivalent deferred shares accrued under the Deferred Share Plan in December 2018.