SEC Form 4 · accession 0001294671-16-000151

· KEY

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

Reporting owner

Officer — General Counsel & Secretary

Period of report

Mar 1, 2016

Accepted (ET)

Mar 3, 2016 · 5:19 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	Mar 1, 2016	M	6,779	—	A	112,715	D
Common Shares	Mar 1, 2016	F	2,227	$10.90	D	110,488	D
Common Shares^F1	Mar 2, 2016	M	9,350	—	A	119,838	D
Common Shares	Mar 2, 2016	F	4,159	$11.31	D	115,679	D
Common Shares^F2	holding	—	—		—	20,522	I	401(k) Plan

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F4,F1,F3	—	Mar 1, 2016	M	6,779	D	—	—	Common Shares	6,779	6,835	D
Restricted Stock Units^F5,F1,F6	—	Mar 2, 2016	M	6,782	D	—	—	Common Shares	6,782	0	D
Restricted Stock Units^F7,F1,F6	—	Mar 2, 2016	M	2,568	D	—	—	Common Shares	2,568	0	D

F1Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
F2Reported as of December 31, 2015.
F3The restricted stock units, granted on March 1, 2013, vest in four equal annual installments.
F4Includes approximately 305 dividend-equivalent restricted stock units accrued between March and December 2015.
F5Includes approximately 167 dividend-equivalent restricted stock units accrued between March and December 2015.
F6The restricted stock units, granted on March 2, 2012, fully vest on March 2, 2016.
F7Includes approximately 63 dividend-equivalent restricted stock units accrued between March and December 2015.