KEYCORP /NEW/ — Director's Dealing 2021

May 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2021-04-29

Reporting Person: Midkiff Mark W (Chief Risk Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-29	Common Shares	M	17916	$17.51	Acquired	68836	Direct
2021-04-29	Common Shares	S	17916	$21.85	Disposed	50920	Direct
2021-04-29	Common Shares	M	9291	$18.98	Acquired	60211	Direct
2021-04-29	Common Shares	S	5885	$21.89	Disposed	54326	Direct
2021-04-29	Common Shares	F	3157	$21.92	Disposed	51169	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-29	Option to Buy	$17.51	M	17916	Disposed	2029-02-18	Common Shares (17916.0)	Direct
2021-04-29	Option to Buy	$18.98	M	9291	Disposed	2030-02-24	Common Shares (9291.0)	Direct

Footnotes

F1: The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $21.85 to $21.86.

F2: The reporting person may provide to KeyCorp, any security holder of KeyCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

F3: The option to buy, granted on February 18, 2019, vests in four equal annual installments beginning on February 17, 2020.

F4: The option to buy, granted on February 24, 2020, vests in four equal annual installments beginning on February 24, 2021.