KEYCORP /NEW/ — Director's Dealing 2021

May 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2021-05-13

Reporting Person: BROUSSARD BRUCE D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-13	Deferred Shares	$	A	5654	Acquired		Common Shares (5654.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	16556	Direct
Common Shares	8029	Indirect

Footnotes

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

F2: Each Deferred Share is the economic equivalent of one Common Share.

F3: Under the terms of KeyCorp's Directors' Deferred Share Sub-Plan of the KeyCorp 2019 Equity Compensation Plan (the "Deferred Share Plan"), the Participant will receive payment of the Deferred Shares one-half as Common Shares and one-half in cash on May 13, 2024.

F4: The Deferred Shares were awarded under the Deferred Share Plan.

F5: Includes approximately 1342 dividend-equivalent deferred shares accrued under the Deferred Share Plan between June 2020 and March 2021.