SEC Form 4 · accession 0001294671-19-000012

· 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, 2019

Accepted (ET)

Feb 20, 2019 · 4:50 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, 2019	M	70,278	—	A	373,222	D
Common Shares	Feb 17, 2019	F	31,873	$17.51	D	341,349	D
Common Shares^F3	Feb 18, 2019	A	121,111	—	A	462,460	D
Common Shares	Feb 18, 2019	F	54,972	$17.51	D	407,488	D
Common Shares^F4	holding	—	—		—	3,732	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, 2019	M	19,516	D	—	—	Common Shares	19,516	0	D
Restricted Stock Units^F8,F1,F7	—	Feb 17, 2019	M	24,692	D	—	—	Common Shares	24,692	24,692	D
Restricted Stock Units^F10,F1,F9	—	Feb 17, 2019	M	13,318	D	—	—	Common Shares	13,318	26,636	D
Restricted Stock Units^F12,F1,F11	—	Feb 17, 2019	M	12,753	D	—	—	Common Shares	12,753	38,258	D
Restricted Stock Units^F1,F13	—	Feb 18, 2019	A	63,963	A	—	—	Common Shares	63,963	63,963	D
Option to Buy^F14	$17.51	Feb 18, 2019	A	91,205	A	—	Feb 18, 2029	Common Shares	91,205	91,205	D

Explanation of responses

F1Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
F10Includes approximately 1,202 dividend-equivalent restricted stock units accrued between March and December 2018.
F11The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.
F12Includes approximately 1,534 dividend-equivalent restricted stock units accrued between March and December 2018.
F13The restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.
F14The options to buy, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.
F2Includes approximately 4,018 common shares acquired through dividend reinvestments between September and December 2018 and approximately 235 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between August 2018 and February 2019.
F3These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 15, 2016.
F4Reported as of February 8, 2019.
F5The restricted stock units, granted on February 16, 2015, vested in four equal annual installments ending on February 17, 2019.
F6Includes approximately 587 dividend-equivalent restricted stock units accrued between March and December 2018.
F7The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.
F8Includes approximately 1,485 dividend-equivalent restricted stock units accrued between March and December 2018.
F9The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.