SEC Form 4 · accession 0001294671-16-000195
KEYCORP /NEW/ · KEY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary M Crosby
Director
Period of report
Aug 1, 2016
Accepted (ET)
Aug 3, 2016 · 4:45 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 | 767,693 | — | A | 767,693 | D | |
| Common SharesF2 | Aug 1, 2016 | A | 641 | — | A | 641 | I | 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to BuyF4,F3 | $12.83 | Aug 1, 2016 | A | 21,149 | A | — | Jul 13, 2019 | Common Shares | 21,149 | 21,149 | D |
| Option to BuyF4,F5 | $16.41 | Aug 1, 2016 | A | 31,157 | A | — | Jan 25, 2020 | Common Shares | 31,157 | 31,157 | D |
| Option to BuyF4,F6 | $15.68 | Aug 1, 2016 | A | 40,421 | A | — | Jan 24, 2021 | Common Shares | 40,421 | 40,421 | D |
| Option to BuyF4,F7 | $11.19 | Aug 1, 2016 | A | 72,784 | A | — | Mar 30, 2022 | Common Shares | 72,784 | 72,784 | D |
| Option to BuyF4,F8 | $10.07 | Aug 1, 2016 | A | 101,382 | A | — | Mar 28, 2023 | Common Shares | 101,382 | 101,382 | D |
| Option to BuyF4,F9 | $10.54 | Aug 1, 2016 | A | 214,844 | A | — | Mar 28, 2024 | Common Shares | 214,844 | 214,844 | 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 unit award was converted into a KeyCorp restricted stock unit 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 unit award (with performance conditions, if any, deemed satisfied at target) multiplied by (ii) 0.88.
- F2Pursuant to the Merger, each issued and outstanding share of FNFG common stock was exchanged, in part, for 0.68 shares of KeyCorp common stock.
- F3This option vested in three equal annual installments ending on July 13, 2012.
- F4This 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.
- F5This option vested in three equal annual installments ending on January 25, 2013.
- F6This option vested in three equal annual installments ending on January 24, 2014.
- F7This option vested in three equal annual installments ending on March 30, 2015.
- F8This option vested in three equal annual installments ending on March 28, 2016.
- F9This option vests in three equal annual installments ending on March 28, 2017.