Donald R. Kimble - Feb 17, 2022 Form 4 Insider Report for KEYCORP /NEW/ (KEY)

Role: CFO, CAO, & Vice Chair
Signature: Carrie A. Benedict POA for Donald R. Kimble
Stock symbol: KEY
Transactions as of: Feb 17, 2022
Transactions value $: -$242,222
Form type: 4
Date filed: 2/22/2022, 03:49 PM
Previous filing: Feb 16, 2022
Next filing: Feb 28, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KEY	Common Shares	Options Exercise		+29.7K	+7.48%		426K	Feb 17, 2022	Direct	F1
transaction	KEY	Common Shares	Tax liability	-$242K	-9.41K	-2.21%	$25.73	417K	Feb 17, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KEY	Restricted Stock Units	Options Exercise	$0	-8.64K	-100%	$0.00^*	0	Feb 17, 2022	Common Shares	8.64K		Direct	F1, F2, F3
transaction	KEY	Restricted Stock Units	Options Exercise	$0	-11.7K	-50%	$0.00	11.7K	Feb 17, 2022	Common Shares	11.7K		Direct	F1, F4, F5
transaction	KEY	Restricted Stock Units	Options Exercise	$0	-9.36K	-25%	$0.00	28.1K	Feb 17, 2022	Common Shares	9.36K		Direct	F1, F6, F7
transaction	KEY	Deferred Shares	Award		+56.9K			56.9K	Feb 17, 2022	Common Shares	56.9K		Direct	F8, F9, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
F2	These restricted stock units, granted on February 19, 2018, vested in four equal annual installments ending on February 17, 2022.
F3	Includes approximately 293 dividend-equivalent restricted stock units accrued between March and December 2021.
F4	These restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.
F5	Includes approximately 792 dividend-equivalent restricted stock units accrued between March and December 2021.
F6	These restricted stock units, granted on February 15, 2021, vest in four equal annual installments beginning on February 17, 2022.
F7	Includes approximately 1,269 dividend-equivalent restricted stock units accrued between March and December 2021.
F8	Each deferred share represents a right to receive the cash value of one share of common stock.
F9	The deferred shares become payable upon the reporting person's termination of employment with KeyCorp and its subsidiaries.
F10	In connection with the vesting on February 17, 2022, of cash-settling performance shares previously granted to the reporting person, the reporting person's receipt of the cash value of 56,915 shares of common stock was deferred, resulting in the reporting person's receipt instead of 56,915 deferred shares pursuant to KeyCorp's Long-Term Incentive Deferral Plan.