0000091576-23-000038.txt : 20230222 0000091576-23-000038.hdr.sgml : 20230222 20230222163445 ACCESSION NUMBER: 0000091576-23-000038 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230217 FILED AS OF DATE: 20230222 DATE AS OF CHANGE: 20230222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Paine Andrew J III CENTRAL INDEX KEY: 0001669883 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11302 FILM NUMBER: 23653741 MAIL ADDRESS: STREET 1: 127 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KEYCORP /NEW/ CENTRAL INDEX KEY: 0000091576 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 346542451 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 127 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114-1306 BUSINESS PHONE: 2166896300 MAIL ADDRESS: STREET 1: 127 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114-1306 FORMER COMPANY: FORMER CONFORMED NAME: SOCIETY CORP DATE OF NAME CHANGE: 19920703 4 1 wf-form4_167710164902582.xml FORM 4 X0306 4 2023-02-17 0 0000091576 KEYCORP /NEW/ KEY 0001669883 Paine Andrew J III C/O KEYCORP 127 PUBLIC SQUARE CLEVELAND OH 44114 0 1 0 0 Head of Institutional Bank Common Shares 2023-02-17 4 M 0 31272 A 262535 D Common Shares 2023-02-17 4 F 0 9670 19.15 D 252865 D Common Shares 18514 I By spouse Common Shares 22272 I 401(k) Plan Common Shares 445 I By Paine Investments LP Restricted Stock Units 2023-02-17 4 M 0 13536 0 D Common Shares 13536.0 0 D Restricted Stock Units 2023-02-17 4 M 0 10189 0 D Common Shares 10189.0 20376 D Restricted Stock Units 2023-02-17 4 M 0 7547 0 D Common Shares 7547.0 22639 D Restricted Stock Units 2023-02-17 4 A 0 37597 0 A Common Shares 37597.0 37597 D Option to Buy 21.07 2023-02-17 4 A 0 56737 0 A 2033-02-17 Common Shares 56737.0 56737 D Deferred Shares 2023-02-17 4 A 0 17267 A Common Shares 17267.0 37874 D Each restricted stock unit represents the right to receive one KeyCorp common share at vesting. Reported as of February 13, 2023. These restricted stock units, granted on February 18, 2019, vested in four equal annual installments ending on February 17, 2023. Includes approximately 555 dividend-equivalent restricted stock units accrued between March and December 2022. These restricted stock units, granted on February 15, 2021, vest in four equal annual installments beginning on February 17, 2022. Includes approximately 1,255 dividend-equivalent restricted stock units accrued between March and December 2022. These restricted stock units, granted on February 14, 2022, vest in four equal annual installments beginning on February 17, 2023. Includes approximately 1,240 dividend-equivalent restricted stock units accrued between March and December 2022. These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024. The option to buy, granted on February 17, 2023, vests in four equal annual installments beginning on February 17, 2024. Each deferred share represents a right to receive the cash value of one share of common stock. The deferred shares become payable upon the reporting person's termination of employment with KeyCorp and its subsidiaries. In connection with the vesting on February 17, 2023, of cash-settling performance shares previously granted to the reporting person, the reporting person's receipt of the cash value of 17,267 shares of common stock was deferred, resulting in the reporting person's receipt instead of 17,267 deferred shares pursuant to KeyCorp's Long-Term Incentive Deferral Plan. Includes approximately 846 dividend-equivalent deferred shares accrued between March and December 2022. Adam J. Larkins POA for Andrew J. Paine III 2023-02-22 EX-24 2 painepoa.htm PAINE POA DATED JANUARY 20, 2023

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: Commission File No. 0-805
1933 Act and 1934 Act Filings
Authorized Representatives

Gentlemen:

KeyCorp ("Company") is the issuer of securities registered under Section 12 of the Securities Exchange Act of 1934. The undersigned confirms that James L. Waters, Andrea R. McCarthy, Richard A. Kopek and Adam J. Larkins and each of them ("Authorized Representatives"), are authorized on his or her behalf to sign such statements (on Form 3, Form 4, Form 5, or otherwise) with respect to securities of the Company (the "Securities"), and to submit to the Securities and Exchange Commission such filings (including reports, notices, and other statements) with respect to the Securities, as are required by the Securities Act of 1933 or the Securities Exchange Act of 1934 (collectively, the "Acts"). The undersigned also confirms the authority of each of the Authorized Representatives to do and perform, on his or her behalf, any and all acts and things with respect to the Securities requisite or necessary to assure compliance by the signing person with the filing requirements of the Acts. The authority confirmed herein shall remain in effect as to the undersigned until such time as the Commission shall receive a written communication terminating or modifying the authority.

/s/ Andrew J. Paine III January 20, 2023
Signature Date

Andrew J. Paine III
(Type or Print Name)