KEYCORP /NEW/ — Director's Dealing 2020

Feb 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2020-02-17

Reporting Person: Paine Andrew J III (Head of Institutional Bank)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-17	Common Shares	M	62830	—	Acquired	148300	Direct
2020-02-17	Common Shares	F	21054	$19.73	Disposed	127246	Direct
2020-02-17	Common Shares	A	47404	—	Acquired	174650	Direct
2020-02-17	Common Shares	F	21498	$19.73	Disposed	153153	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-17	Restricted Stock Units	$	M	30884	Disposed		Common Shares (30884)	Direct
2020-02-17	Restricted Stock Units	$	M	10384	Disposed		Common Shares (10384)	Direct
2020-02-17	Restricted Stock Units	$	M	9689	Disposed		Common Shares (9689)	Direct
2020-02-17	Restricted Stock Units	$	M	11875	Disposed		Common Shares (11875)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	19360	Indirect
Common Shares	20569	Indirect
Common Shares	445	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 20, 2017.

F3: Reported as of February 18, 2020.

F4: These restricted stock units, granted on February 15, 2016, vested in four equal annual installments ending on February 17, 2020.

F5: Includes approximately 1,177 dividend-equivalent restricted stock units accrued between March and December 2019.

F6: The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.

F7: Includes approximately 791 dividend-equivalent restricted stock units accrued between March and December 2019.

F8: The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.

F9: Includes approximately 1,108 dividend-equivalent restricted stock units accrued between March and December 2019.

F10: The restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.

F11: Includes approximately 1,810 dividend-equivalent restricted stock units accrued between March and December 2019.