Sec Form 4 Filing - Paine Andrew J III @ KEYCORP /NEW/ - 2022-02-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Paine Andrew J III
2. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [ KEY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Head of Institutional Bank
(Last) (First) (Middle)
C/O KEYCORP, 127 PUBLIC SQUARE
3. Date of Earliest Transaction (MM/DD/YY)
02/24/2022
(Street)
CLEVELAND, OH44114
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 02/24/2022 M 13,246 A 237,271 D
Common Shares 02/24/2022 F 6,008 D $ 24.13 231,263 D
Common Shares 18,514 I By spouse
Common Shares 21,256( 2 ) I 401(k) Plan
Common Shares 445 I By Paine Investments LP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 1 ) 02/24/2022 M 13,246 ( 3 ) ( 3 ) Common Shares 13,246 $ 0 26,493( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Paine Andrew J III
C/O KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OH44114
Head of Institutional Bank
Signatures
Carrie A. Benedict POA for Andrew J. Paine III 02/28/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
( 2 )Reported as of February 15, 2022.
( 3 )These restricted stock units, granted on February 24, 2020, vest in four equal annual installments beginning on February 24, 2021.
( 4 )Includes approximately 1,347 dividend-equivalent restricted stock units accrued between March and December 2021.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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