0000091576-23-000039.txt : 20230222 0000091576-23-000039.hdr.sgml : 20230222 20230222163522 ACCESSION NUMBER: 0000091576-23-000039 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: Schosser Douglas M CENTRAL INDEX KEY: 0001390812 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11302 FILM NUMBER: 23653755 MAIL ADDRESS: STREET 1: 127 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44114-1306 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_167710169504470.xml FORM 4 X0306 4 2023-02-17 0 0000091576 KEYCORP /NEW/ KEY 0001390812 Schosser Douglas M C/O KEYCORP 127 PUBLIC SQUARE CLEVELAND OH 44114 0 1 0 0 Chief Accounting Officer Common Shares 2023-02-17 4 M 0 4766 A 34415 D Common Shares 2023-02-17 4 F 0 1701 19.15 D 32714 D Common Shares 4079 I 401(k) Plan Restricted Stock Units 2023-02-17 4 M 0 1861 0 D Common Shares 1861.0 0 D Restricted Stock Units 2023-02-17 4 M 0 1698 0 D Common Shares 1698.0 3396 D Restricted Stock Units 2023-02-17 4 M 0 1207 0 D Common Shares 1207.0 3622 D Restricted Stock Units 2023-02-17 4 A 0 5874 0 A Common Shares 5874.0 5874 D Option to Buy 21.07 2023-02-17 4 A 0 8865 0 A 2033-02-17 Common Shares 8865.0 8865 D Deferred Shares 2023-02-17 4 A 0 5255 A Common Shares 5255.0 10922 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 77 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 209 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 198 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 5,255 shares of common stock was deferred, resulting in the reporting person's receipt instead of 5,255 deferred shares pursuant to KeyCorp's Long-Term Incentive Deferral Plan. Includes approximately 233 dividend-equivalent deferred shares accrued between March and December 2022. Adam J. Larkins POA for Douglas M. Schosser 2023-02-22 EX-24 2 schosserpoa.htm SCHOSSER POA DATED JANUARY 30, 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/ Douglas M. Schosser January 30, 2023
Signature Date

Douglas M. Schosser
(Type or Print Name)