KEYCORP /NEW/ — Director's Dealing 2023

Feb 22, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KEYCORP /NEW/ (KEY)
CIK: 0000091576
Period of Report: 2023-02-17

Reporting Person: Schosser Douglas M (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-17	Common Shares	M	4766	—	Acquired	34415	Direct
2023-02-17	Common Shares	F	1701	$19.15	Disposed	32714	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-17	Restricted Stock Units	$	M	1861	Disposed		Common Shares (1861.0)	Direct
2023-02-17	Restricted Stock Units	$	M	1698	Disposed		Common Shares (1698.0)	Direct
2023-02-17	Restricted Stock Units	$	M	1207	Disposed		Common Shares (1207.0)	Direct
2023-02-17	Restricted Stock Units	$	A	5874	Acquired		Common Shares (5874.0)	Direct
2023-02-17	Option to Buy	$21.07	A	8865	Acquired	2033-02-17	Common Shares (8865.0)	Direct
2023-02-17	Deferred Shares	$	A	5255	Acquired		Common Shares (5255.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4079	Indirect

Footnotes

F1: Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

F2: Reported as of February 13, 2023.

F3: These restricted stock units, granted on February 18, 2019, vested in four equal annual installments ending on February 17, 2023.

F4: Includes approximately 77 dividend-equivalent restricted stock units accrued between March and December 2022.

F5: These restricted stock units, granted on February 15, 2021, vest in four equal annual installments beginning on February 17, 2022.

F6: Includes approximately 209 dividend-equivalent restricted stock units accrued between March and December 2022.

F7: These restricted stock units, granted on February 14, 2022, vest in four equal annual installments beginning on February 17, 2023.

F8: Includes approximately 198 dividend-equivalent restricted stock units accrued between March and December 2022.

F9: These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.

F10: The option to buy, granted on February 17, 2023, vests in four equal annual installments beginning on February 17, 2024.

F11: Each deferred share represents a right to receive the cash value of one share of common stock.

F12: The deferred shares become payable upon the reporting person's termination of employment with KeyCorp and its subsidiaries.

F13: In connection with the vesting on February 17, 2023, of cash-settling performance shares previously granted to the reporting person, the reporting person's receipt of the cash value of 5,255 shares of common stock was deferred, resulting in the reporting person's receipt instead of 5,255 deferred shares pursuant to KeyCorp's Long-Term Incentive Deferral Plan.

F14: Includes approximately 233 dividend-equivalent deferred shares accrued between March and December 2022.