Andrew J. Paine III - Feb 17, 2022 Form 4 Insider Report for KEYCORP /NEW/ (KEY)

Role: Head of Institutional Bank
Signature: Carrie A. Benedict POA for Andrew J. Paine III
Stock symbol: KEY
Transactions as of: Feb 17, 2022
Transactions value $: -$262,961
Form type: 4
Date filed: 2/22/2022, 04:29 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		+33.3K	+16.6%		234K	Feb 17, 2022	Direct	F1
transaction	KEY	Common Shares	Tax liability	-$263K	-10.2K	-4.36%	$25.73	224K	Feb 17, 2022	Direct
holding	KEY	Common Shares						18.5K	Feb 17, 2022	By spouse
holding	KEY	Common Shares						21.3K	Feb 17, 2022	401(k) Plan	F2
holding	KEY	Common Shares						445	Feb 17, 2022	By Paine Investments LP

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	-10.6K	-100%	$0.00^*	0	Feb 17, 2022	Common Shares	10.6K		Direct	F1, F3, F4
transaction	KEY	Restricted Stock Units	Options Exercise	$0	-13K	-50%	$0.00	13K	Feb 17, 2022	Common Shares	13K		Direct	F1, F5, F6
transaction	KEY	Restricted Stock Units	Options Exercise	$0	-9.77K	-25%	$0.00	29.3K	Feb 17, 2022	Common Shares	9.77K		Direct	F1, F7, F8
transaction	KEY	Deferred Shares	Award		+19.8K			19.8K	Feb 17, 2022	Common Shares	19.8K		Direct	F9, F10, F11

* 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	Reported as of February 15, 2022.
F3	These restricted stock units, granted on February 19, 2018, vested in four equal annual installments ending on February 17, 2022.
F4	Includes approximately 359 dividend-equivalent restricted stock units accrued between March and December 2021.
F5	These restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.
F6	Includes approximately 880 dividend-equivalent restricted stock units accrued between March and December 2021.
F7	These restricted stock units, granted on February 15, 2021, vest in four equal annual installments beginning on February 17, 2022.
F8	Includes approximately 1,325 dividend-equivalent restricted stock units accrued between March and December 2021.
F9	Each deferred share represents a right to receive the cash value of one share of common stock.
F10	The deferred shares become payable upon the reporting person's termination of employment with KeyCorp and its subsidiaries.
F11	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 19,761 shares of common stock was deferred, resulting in the reporting person's receipt instead of 19,761 deferred shares pursuant to KeyCorp's Long-Term Incentive Deferral Plan.