SEC Form 4 · accession 0001294671-17-000071

· KEY

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

Reporting owner

Director

Period of report

Jul 1, 2017

Accepted (ET)

Jul 5, 2017 · 7:19 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, 2017	M	4,617	—	A	10,551	D
Common Shares^F2	holding	—	—		—	12,900	I	By Trust
Common Shares^F3	holding	—	—		—	14,938	I	By GRAT
Common Shares^F3	holding	—	—		—	7,900	I	By GRAT
Common Shares^F3	holding	—	—		—	2,000	I	By GRAT

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Shares^F1,F4	—	Jul 1, 2017	M	4,617	D	Jul 1, 2017	Jul 1, 2017	Common Shares	4,617	9,439	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 grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust.
F4Includes approximately 298 dividend-equivalent deferred shares accrued under the Deferred Compensation Plan between September 2016 and June 2017.