SEC Form 4 · accession 0001294671-18-000015

· KEY

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

Reporting owner

Edward J. Burke

Officer — Co-Pres., Key Community Bank

Period of report

Feb 17, 2018

Accepted (ET)

Feb 21, 2018 · 5:31 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	Feb 17, 2018	M	57,883	—	A	157,078	D
Common Shares	Feb 17, 2018	F	24,833	$21.02	D	132,245	D
Common Shares^F2	Feb 19, 2018	A	42,654	—	A	174,899	D
Common Shares	Feb 19, 2018	F	19,344	$21.02	D	155,555	D
Common Shares^F3	holding	—	—		—	6,728	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
Restricted Stock Units^F1,F4,F5	—	Feb 17, 2018	M	9,473	D	—	—	Common Shares	9,473	0	D
Restricted Stock Units^F7,F1,F6	—	Feb 17, 2018	M	30,665	D	—	—	Common Shares	30,665	30,665	D
Restricted Stock Units^F9,F1,F8	—	Feb 17, 2018	M	10,478	D	—	—	Common Shares	10,478	20,954	D
Restricted Stock Units^F11,F1,F10	—	Feb 17, 2018	M	7,267	D	—	—	Common Shares	7,267	21,797	D
Restricted Stock Units^F1,F12	—	Feb 19, 2018	A	27,592	A	—	—	Common Shares	27,592	27,592	D
Option to Buy^F13	$21.02	Feb 19, 2018	A	23,437	A	—	Feb 19, 2028	Common Shares	23,437	23,437	D

Explanation of responses

F1Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
F10The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.
F11Includes approximately 584 dividend-equivalent restricted stock units accrued between March and December 2017.
F12The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.
F13The options to buy, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.
F2These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 16, 2015.
F3Reported as of January 26, 2018.
F4These restricted stock units, granted on February 17, 2014, vested in four equal annual installments ending on February 17, 2018.
F5Includes approximately 190 dividend-equivalent restricted stock units accrued between March and December 2017.
F6The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.
F7Includes approximately 1,231 dividend-equivalent restricted stock units accrued between March and December 2017.
F8The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.
F9Includes approximately 631 dividend-equivalent restricted stock units accrued between March and December 2017.