KEYCORP /NEW/ — Director's Dealing 2022

Feb 22, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2022-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-17	Common Shares	M	33341	—	Acquired	234245	Direct
2022-02-17	Common Shares	F	10220	$25.73	Disposed	224025	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-17	Restricted Stock Units	$	M	10591	Disposed		Common Shares (10591.0)	Direct
2022-02-17	Restricted Stock Units	$	M	12980	Disposed		Common Shares (12980.0)	Direct
2022-02-17	Restricted Stock Units	$	M	9770	Disposed		Common Shares (9770.0)	Direct
2022-02-17	Deferred Shares	$	A	19761	Acquired		Common Shares (19761.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	18514	Indirect
Common Shares	21256	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 15, 2022.

F3: These restricted stock units, granted on February 19, 2018, vested in four equal annual installments ending on February 17, 2022.

F4: Includes approximately 359 dividend-equivalent restricted stock units accrued between March and December 2021.

F5: These restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.

F6: Includes approximately 880 dividend-equivalent restricted stock units accrued between March and December 2021.

F7: These restricted stock units, granted on February 15, 2021, vest in four equal annual installments beginning on February 17, 2022.

F8: Includes approximately 1,325 dividend-equivalent restricted stock units accrued between March and December 2021.

F9: Each deferred share represents a right to receive the cash value of one share of common stock.

F10: The deferred shares become payable upon the reporting person's termination of employment with KeyCorp and its subsidiaries.

F11: In connection with the vesting on February 17, 2022, of cash-settling performance shares previously granted to the reporting person, the reporting person's receipt of the cash value of 19,761 shares of common stock was deferred, resulting in the reporting person's receipt instead of 19,761 deferred shares pursuant to KeyCorp's Long-Term Incentive Deferral Plan.