SEC Form 4 · accession 0001294671-18-000019

· KEY

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

Reporting owner

Christopher M. Gorman

Officer — Pres. of Banking & Vice Chair

Period of report

Feb 17, 2018

Accepted (ET)

Feb 21, 2018 · 5:34 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,F2	Feb 17, 2018	M	72,637	—	A	559,214	D
Common Shares	Feb 17, 2018	F	32,943	$21.02	D	526,271	D
Common Shares^F3	Feb 19, 2018	A	101,558	—	A	627,829	D
Common Shares	Feb 19, 2018	F	46,057	$21.02	D	581,772	D
Common Shares^F4	holding	—	—		—	3,608	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,F5,F6	—	Feb 17, 2018	M	16,841	D	—	—	Common Shares	16,841	0	D
Restricted Stock Units^F8,F1,F7	—	Feb 17, 2018	M	18,930	D	—	—	Common Shares	18,930	18,929	D
Restricted Stock Units^F10,F1,F9	—	Feb 17, 2018	M	23,949	D	—	—	Common Shares	23,949	47,897	D
Restricted Stock Units^F12,F1,F11	—	Feb 17, 2018	M	12,917	D	—	—	Common Shares	12,917	38,752	D
Restricted Stock Units^F1,F13	—	Feb 19, 2018	A	49,476	A	—	—	Common Shares	49,476	49,476	D
Option to Buy^F14	$21.02	Feb 19, 2018	A	50,781	A	—	Feb 19, 2028	Common Shares	50,781	50,781	D

Explanation of responses

F1Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
F10Includes approximately 1,443 dividend-equivalent restricted stock units accrued between March and December 2017.
F11The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.
F12Includes approximately 1,037 dividend-equivalent restricted stock units accrued between March and December 2017.
F13The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.
F14The options to buy, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.
F2Includes approximately 26 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan in February 2018.
F3These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 16, 2015.
F4Reported as of January 26, 2018.
F5The restricted stock units, granted on February 17, 2014, vested in four equal annual installments ending on February 17, 2018.
F6Includes approximately 338 dividend-equivalent restricted stock units accrued between March and December 2017.
F7The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.
F8Includes approximately 761 dividend-equivalent restricted stock units accrued between March and December 2017.
F9The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.