Sec Form 4 Filing - Gorman Christopher M. @ KEYCORP /NEW/ - 2023-02-17

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 Gorman Christopher M. 2. Issuer Name and Ticker or Trading Symbol KEYCORP /NEW/ [ KEY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O KEYCORP, 127 PUBLIC SQUARE 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2023 (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 02/17/2023 M 58,938 A 965,704 D Common Shares 02/17/2023 F 18,898 D $ 19.15 946,806 D Common Shares 4,455 ( 2 ) I 401(k) Plan

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 ) 02/17/2023 M 18,950 ( 3 ) ( 3 ) Common Shares 18,950 ( 4 ) $ 0 0 D Restricted Stock Units ( 1 ) 02/17/2023 M 18,254 ( 5 ) ( 5 ) Common Shares 18,254 $ 0 36,508 ( 6 ) D Restricted Stock Units ( 1 ) 02/17/2023 M 21,735 ( 7 ) ( 7 ) Common Shares 21,735 $ 0 65,201 ( 8 ) D Restricted Stock Units ( 1 ) 02/17/2023 A 109,660 ( 9 ) ( 9 ) Common Shares 109,660 $ 0 109,660 D Option to Buy $ 21.07 02/17/2023 A 165,484 ( 10 ) 02/17/2033 Common Shares 165,484 $ 0 165,484 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gorman Christopher M. C/O KEYCORP 127 PUBLIC SQUARE CLEVELAND, OH44114 X Chairman and CEO Signatures Adam J. Larkins POA for Christopher M. Gorman 02/22/2023 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 February 13, 2023. ( 3 )These restricted stock units, granted on February 18, 2019, vested in four equal annual installments ending on February 17, 2023. ( 4 )Includes approximately 778 dividend-equivalent restricted stock units accrued between March and December 2022. ( 5 )These restricted stock units, granted on February 15, 2021, vest in four equal annual installments beginning on February 17, 2022. ( 6 )Includes approximately 2,249 dividend-equivalent restricted stock units accrued between March and December 2022. ( 7 )These restricted stock units, granted on February 14, 2022, vest in four equal annual installments beginning on February 17, 2023. ( 8 )Includes approximately 3,570 dividend-equivalent restricted stock units accrued between March and December 2022. ( 9 )These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024. ( 10 )The option to buy, granted on February 17, 2023, vests in four equal annual installments beginning on February 17, 2024.

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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