SEC Form 4 · accession 0001294671-16-000193
KEYCORP /NEW/ · KEY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carlton L Highsmith
Director
Period of report
Aug 1, 2016
Accepted (ET)
Aug 3, 2016 · 3:07 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 SharesF1 | Aug 1, 2016 | A | 61,125 | — | A | 61,125 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to BuyF3,F2 | $16.70 | Aug 1, 2016 | A | 5,909 | A | — | Nov 28, 2016 | Common Shares | 5,909 | 5,909 | D |
| Option to BuyF3,F4 | $13.06 | Aug 1, 2016 | A | 7,600 | A | — | Nov 5, 2017 | Common Shares | 7,600 | 7,600 | D |
| Option to BuyF3,F5 | $13.93 | Aug 1, 2016 | A | 6,963 | A | — | Nov 3, 2018 | Common Shares | 6,963 | 6,963 | D |
| Option to BuyF3,F6 | $11.38 | Aug 1, 2016 | A | 9,515 | A | — | Nov 2, 2019 | Common Shares | 9,515 | 9,515 | D |
Explanation of responses
- F1Acquired pursuant to the Agreement and Plan of Merger by and among First Niagara Financial Group, Inc. ("FNFG") and KeyCorp dated October 30, 2015 (the "Merger Agreement"), pursuant to which FNFG was merged with and into KeyCorp, effective August 1, 2016 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of FNFG common stock was exchanged, in part, for 0.68 shares of KeyCorp common stock. Each unvested FNFG restricted stock award was converted into a KeyCorp restricted stock award for a number of whole shares (rounded down to the nearest whole share) of KeyCorp common stock equal to (i) the amount of FNFG common stock underlying such restricted stock award multiplied by (ii) 0.88.
- F2This option vested in three equal annual installments ending on January 1, 2009.
- F3This option was assumed by KeyCorp in the Merger and converted into a stock option exercisable for a number of whole shares (rounded down to the nearest whole share) equal to (i) the number of shares of FNFG common stock subject to such option multipled by (ii) 0.88.
- F4This option vested in three equal annual installments ending on November 5, 2010.
- F5This option vested in three equal annual installments ending on November 3, 2011.
- F6This option vested in three equal annual installments ending on November 2, 2012.