0001294671-16-000158.txt : 20160318 0001294671-16-000158.hdr.sgml : 20160318 20160318160940 ACCESSION NUMBER: 0001294671-16-000158 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160310 FILED AS OF DATE: 20160318 DATE AS OF CHANGE: 20160318 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Paine Andrew J III CENTRAL INDEX KEY: 0001669883 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11302 FILM NUMBER: 161516194 MAIL ADDRESS: STREET 1: 127 PUBLIC SQUARE CITY: CLEVELAND STATE: OH ZIP: 44114 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2016-03-10 0 0000091576 KEYCORP /NEW/ KEY 0001669883 Paine Andrew J III KEYCORP 127 PUBLIC SQUARE CLEVELAND OH 44114 0 1 0 0 Co-Head Corporate Bank Common Shares 31756 D Common Shares 31806 I By spouse Common Shares 17525 I 401(k) Plan Options to Buy 36.37 2007-07-21 2016-07-21 Common Shares 3247 D Options to Buy 36.20 2008-07-20 2017-07-20 Common Shares 3810 D Options to Buy 11.16 2009-07-25 2018-07-25 Common Shares 25000 D Options to Buy 6.12 2010-06-12 2019-06-12 Common Shares 20000 D Options to Buy 9.26 2012-03-04 2021-03-04 Common Shares 34696 D Options to Buy 7.98 2013-03-02 2022-03-02 Common Shares 39919 D Options to Buy 9.33 2014-03-01 2023-03-01 Common Shares 12676 D Options to Buy 12.92 2015-02-17 2024-02-17 Common Shares 13307 D Options to Buy 14.11 2016-02-16 2025-02-16 Common Shares 21362 D Options to Buy 10.49 2017-02-15 2026-02-15 Common Shares 89953 D Restricted Stock Units Common Shares 7793 D Restricted Stock Units Common Shares 17007 D Restricted Stock Units Common Shares 36444 D Restricted Stock Units Common Shares 50975 D Restricted Stock Units Common Shares 30311 D Restricted Stock Units Common Shares 110843 D Deferred Shares Common Shares 33025 D Vested in four equal annual installments, beginning on the date shown. These options have fully vested. Vests in four equal annual installments, beginning on the date shown. These restricted stock units vest in four equal annual installments. The first installment vested on March 1, 2014. Each restricted stock unit represents the right to receive one KeyCorp common share at vesting. These restricted stock units vest in four equal annual installments. The first installment vested on February 17, 2015. These restricted stock units will vest in full on February 17, 2017. These restricted stock units will vest in full on February 17, 2018. These restricted stock units vest in four equal annual installments. The first installment vested on February 17, 2016. These restricted stock units vest in four equal annual installments, beginning on February 17, 2017. Deferred shares held in the Common Share account of the KeyCorp Deferred Savings Plan (the "Plan") are only distributable in accordance with the terms of that Plan, which is not a date certain. Contributions to the Common Share account of the Plan were frozen beginning in 2012. Each deferred share represents the right to receive one KeyCorp common share at distribution. Carrie A. Benedict POA for Andrew J. Paine III 2016-03-18 EX-24 2 painepoa2016.htm PAINE POWER OF ATTORNEY

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 Carrie A. Benedict, Richard A. Kopek, Paul N. Harris and Michelle L. Potter 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 March 1, 2016

Signature Date

Andrew J. Paine III

(Type or Print Name)

{00339008 v1 CONFIDENT }