SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Paine Andrew J III

(Last)

(First)

(Middle)

C/O KEYCORP

127 PUBLIC SQUARE

(Street)

CLEVELAND

44114

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	02/16/2024		M		13,307	A	$12.92	213,721	D
Common Shares	02/16/2024		F		13,307	D	$14.06	200,414	D
Common Shares	02/17/2024		M		29,074	A	⁽¹⁾	229,488	D
Common Shares	02/17/2024		F		9,102	D	$14.07	220,386	D
Common Shares								18,514	I	By spouse
Common Shares								445	I	By Paine Investments LP
Common Shares								24,066⁽²⁾	I	401(k) Plan
Common Shares								135,000	I	By GRAT⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Buy	$12.92	02/16/2024		M			13,307	⁽⁴⁾	02/17/2024	Common Shares	13,307	$0	0	D
Restricted Stock Units	⁽¹⁾	02/16/2024		A		46,908		⁽⁵⁾	⁽⁵⁾	Common Shares	46,908	$0	46,908	D
Option to Buy	$15.48	02/16/2024		A		64,139		⁽⁶⁾	02/16/2034	Common Shares	64,139	$0	64,139	D
Deferred Shares	⁽⁷⁾	02/16/2024		A		18,731		⁽⁸⁾	⁽⁸⁾	Common Shares	18,731	⁽⁹⁾	18,731	D
Restricted Stock Units	⁽¹⁾	02/17/2024		M			10,916	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	10,916	$0	10,915⁽¹¹⁾	D
Restricted Stock Units	⁽¹⁾	02/17/2024		M			8,086	⁽¹²⁾	⁽¹²⁾	Common Shares	8,086	$0	16,170⁽¹³⁾	D
Restricted Stock Units	⁽¹⁾	02/17/2024		M			10,071	⁽¹⁴⁾	⁽¹⁴⁾	Common Shares	10,071	$0	30,211⁽¹⁵⁾	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

2. Reported as of February 14, 2024.

3. These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust.

4. This option vested in four equal annual installments ending on February 17, 2018.

5. These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025.

6. The option to buy, granted on February 16, 2024, vests in four equal annual installments beginning on February 17, 2025.

7. Each deferred share represents a right to receive the cash value of one share of common stock.

8. The deferred shares become payable upon the reporting person's termination of employment with KeyCorp and its subsidiaries.

9. In connection with the vesting on February 17, 2024, of cash-settling performance shares previously granted to the reporting person, the reporting person's receipt of the cash value of 18,731 shares of common stock was deferred, resulting in the reporting person's receipt instead of 18,731 deferred shares pursuant to KeyCorp's Long-Term Incentive Deferral Plan.

10. These restricted stock units, granted on February 15, 2021, vest in four equal annual installments beginning on February 17, 2022.

11. Includes approximately 1,455 dividend-equivalent restricted stock units accrued between March and December 2023.

12. These restricted stock units, granted on February 14, 2022, vest in four equal annual installments beginning on February 17, 2023.

13. Includes approximately 1,617 dividend-equivalent restricted stock units accrued between March and December 2023.

14. These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024.

15. Includes approximately 2,685 dividend-equivalent restricted stock units accrued between March and December 2023.

Remarks:

	Adam J. Larkins POA for Andrew J. Paine III	02/21/2024
	** Signature of Reporting Person	Date
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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