SEC Form 4 · accession 0001294671-16-000187

· KEY

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

Reporting owner

Director

Period of report

Jun 30, 2016

Accepted (ET)

Jul 5, 2016 · 5:02 pm EDT

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	Jul 1, 2016	M	5,934	—	A	17,634	D
Common Shares^F2	holding	—	—		—	12,900	I	By Trust
Common Shares^F3	holding	—	—		—	8,300	I	By Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Shares^F6,F4,F5	—	Jun 30, 2016	A	1,809	A	—	—	Common Shares	1,809	63,096	D
Deferred Shares^F1,F7	—	Jul 1, 2016	M	5,934	D	Jul 1, 2016	Jul 1, 2016	Common Shares	5,934	13,758	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.
F2These shares are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the trust.
F3These shares are held in a living trust. The reporting person is trustee of the trust.
F4Directors 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.
F5Under the terms of the Deferred Share Plan, payment of the deferred shares has been deferred until the earlier of January 2, 2019 or the death of the participant.
F6Includes approximately 443 dividend-equivalent deferred shares accrued under the Deferred Share Plan in June 2016.
F7Includes approximately 1,023 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan between March 2014 and June 2016.