0001294671-16-000160.txt : 20160318 0001294671-16-000160.hdr.sgml : 20160318 20160318161727 ACCESSION NUMBER: 0001294671-16-000160 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: Terrell Kathleen F CENTRAL INDEX KEY: 0001669895 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11302 FILM NUMBER: 161516303 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 0001669895 Terrell Kathleen F KEYCORP 127 PUBLIC SQUARE CLEVELAND OH 44114 0 1 0 0 Chief Human Resources Officer Common Shares 41377 D Common Shares 3424 I 401(k) Plan Options to Buy 36.37 2007-07-21 2016-07-21 Common Shares 6494 D Options to Buy 36.20 2008-07-20 2017-07-20 Common Shares 10714 D Options to Buy 11.16 2009-07-25 2018-07-25 Common Shares 10000 D Options to Buy 8.42 2011-07-27 2020-07-27 Common Shares 4481 D Options to Buy 9.26 2012-03-04 2021-03-04 Common Shares 11950 D Options to Buy 7.98 2013-03-02 2022-03-02 Common Shares 13750 D Options to Buy 9.33 2014-03-01 2023-03-01 Common Shares 4225 D Options to Buy 12.92 2015-02-17 2024-02-17 Common Shares 2946 D Options to Buy 14.11 2016-02-16 2025-02-16 Common Shares 3695 D Options to Buy 10.49 2017-02-15 2026-02-15 Common Shares 8177 D Restricted Stock Units Common Shares 2597 D Restricted Stock Units Common Shares 3765 D Restricted Stock Units Common Shares 5242 D Restricted Stock Units Common Shares 10076 D Deferred Shares Common Shares 919 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 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 Kathleen F. Terrell 2016-03-18 EX-24 2 terrellpoa2016.htm TERRELL 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/ Kathleen F. Terrell February 29, 2016

Signature Date

Kathleen F. Terrell

(Type or Print Name)

{00339010 v1 CONFIDENT }