KEYCORP /NEW/ — Director's Dealing 2020

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2019-12-31

Reporting Person: MANOS KRISTEN L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-01	Common Shares	M	7022	—	Acquired	95386	Direct
2020-01-01	Common Shares	M	25844	—	Acquired	121231	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-31	Deferred Shares	$	A	1235	Acquired		Common Shares (1235)	Direct
2020-01-01	Deferred Shares	$	M	7022	Disposed	2020-01-01	Common Shares (7022)	Direct
2020-01-01	Deferred Shares	$	M	25844	Disposed	2020-01-01	Common Shares (25844)	Direct

Footnotes

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

F2: Prior to 2014, directors were permitted to defer the payment of directors' fees into the KeyCorp Second Directors' Deferred Compensation Plan ("Deferred Compensation Plan"). The deferred fees were converted to deferred shares, which are the economic equivalent of common shares. These deferred shares are being distributed as common shares pursuant to the terms of the Deferred Compensation Plan.

F3: Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2019 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.

F4: Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2027 or the death of the participant.

F5: Includes approximately 785 dividend-equivalent deferred shares accrued under the Deferred Share Plan in December 2019.

F6: Includes approximately 2,858 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan between March 2016 and December 2019.