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: Gorman Christopher M. (Director, President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-17	Common Shares	M	69397	—	Acquired	490193	Direct
2020-02-17	Common Shares	F	23968	$19.73	Disposed	466225	Direct
2020-02-17	Common Shares	A	63206	—	Acquired	529431	Direct
2020-02-17	Common Shares	F	28665	$19.73	Disposed	500766	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-17	Restricted Stock Units	$	M	25669	Disposed		Common Shares (25669)	Direct
2020-02-17	Restricted Stock Units	$	M	13846	Disposed		Common Shares (13846)	Direct
2020-02-17	Restricted Stock Units	$	M	13258	Disposed		Common Shares (13258)	Direct
2020-02-17	Restricted Stock Units	$	M	16625	Disposed		Common Shares (16625)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	3872	Indirect

Footnotes

F1: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F2: Includes approximately 12,905 common shares acquired through dividend reinvestments between March and December 2019 and approximately 403 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between March 2019 and February 2020.

F3: These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 20, 2017.

F4: Reported as of February 18, 2020.

F5: The restricted stock units, granted on February 15, 2016, vested in four equal annual installments ending on February 17, 2020.

F6: Includes approximately 978 dividend-equivalent restricted stock units accrued between March and December 2019.

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

F8: Includes approximately 1,055 dividend-equivalent restricted stock units accrued between March and December 2019.

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

F10: Includes approximately 1,516 dividend-equivalent restricted stock units accrued between March and December 2019.

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

F12: Includes approximately 2,534 dividend-equivalent restricted stock units accrued between March and December 2019.