KEYCORP /NEW/ — Director's Dealing 2020

May 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2020-05-18

Reporting Person: Crosby Gary M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-18	Common Shares	M	7497	—	Acquired	7497	Direct
2020-05-18	Common Shares	D	3748	$10.71	Disposed	3749	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-18	Deferred Shares	$	M	7497	Disposed	2020-05-18	Common Shares (7497)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	536348	Indirect
Common Shares	641	Indirect

Footnotes

F1: These shares are held in a living trust. The reporting person is trustee of the trust.

F2: Each Deferred Share was the economic equivalent of one KeyCorp Common Share. On May 18, 2020, 3,748 of the Reporting Person's Deferred Shares were settled for cash, and the remaining 3,749 Deferred Shares were
settled for an equal number of KeyCorp Common Shares.

F3: Includes approximately 943 dividend-equivalent Deferred Shares accrued between June 2019 and March 2020.