SEC Form 4 · accession 0001294671-15-000006

· KEY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Dec 31, 2014

Accepted (ET)

Jan 5, 2015 · 1:47 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000091576

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Shares^F1	Jan 1, 2015	M	5,985	—	A	50,780	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Shares^F3,F2,F5	—	Dec 31, 2014	A	1,079	A	—	—	Common Shares	1,079	35,960	D
Deferred Shares^F1,F4	—	Jan 1, 2015	M	5,985	D	Jan 1, 2015	Jan 1, 2015	Common Shares	5,985	28,280	D

F1Prior to 2014, directors were permitted to defer the payment of directors' fees into the KeyCorp Second Directors' Deferred Compensation Plan ("Deferred Compensation Plan"). The deferred fees were converted to deferred shares, which are the economic equivalent of common shares. These deferred shares are being distributed as common shares pursuant to the terms of the Deferred Compensation Plan.
F2Directors may elect to defer the payment of directors' fees into the Directors' Deferred Share Sub-Plan to the KeyCorp 2013 Equity Compensation Plan (the "Deferred Share Plan"). The deferred fees are converted into deferred shares, which are the economic equivalent of common shares.
F3Includes approximately 172 dividend-equivalent deferred shares accrued under the Deferred Share Plan in December 2014.
F4Includes approximately 608 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan between March and December 2014.
F5Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 1, 2018 or the death of the participant.