KEYCORP /NEW/ — Director's Dealing 2021

Feb 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2021-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-17	Common Shares	M	33738	—	Acquired	186890	Direct
2021-02-17	Common Shares	F	10357	$19.72	Disposed	176533	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-17	Restricted Stock Units	$	M	10966	Disposed		Common Shares (10966)	Direct
2021-02-17	Restricted Stock Units	$	M	10232	Disposed		Common Shares (10232)	Direct
2021-02-17	Restricted Stock Units	$	M	12540	Disposed		Common Shares (12540)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	20586	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: Reported as of February 16, 2021.

F3: These restricted stock units, granted on February 20, 2017, vested in four equal annual installments ending on February 17, 2021.

F4: Includes approximately 582 dividend-equivalent restricted stock units accrued between March and December 2020.

F5: The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.

F6: Includes approximately 1,086 dividend-equivalent restricted stock units accrued between March and December 2020.

F7: The restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.

F8: Includes approximately 1,997 dividend-equivalent restricted stock units accrued between March and December 2020.