Clark H Khayat Form 4 KEYCORP / Clark H Khayat ownership change

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).

1. Name and Address of Reporting Person^*

Khayat Clark H

(Last) (First) (Middle)

C/O KEYCORP

127 PUBLIC SQUARE

(Street)

CLEVELAND OH 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)
Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/17/2023		M		11,577	A	(1)	102,969	D
Common Shares	02/17/2023		F		3,692	D	$19.15	99,278	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/17/2023		M			4,737	(2)	(2)	Common Shares	4,737(3)	$0	0	D
Restricted Stock Units	(1)	02/17/2023		M			3,821	(4)	(4)	Common Shares	3,821	$0	7,640(5)	D
Restricted Stock Units	(1)	02/17/2023		M			3,019	(6)	(6)	Common Shares	3,019	$0	9,055(7)	D
Restricted Stock Units	(1)	02/17/2023		A		18,798		(8)	(8)	Common Shares	18,798	$0	18,798	D
Option to Buy	$21.07	02/17/2023		A		28,368		(9)	02/17/2033	Common Shares	28,368	$0	28,368	D

Explanation of Responses:

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

2. These restricted stock units, granted on February 18, 2019, vested in four equal annual installments ending on February 17, 2023.

3. Includes approximately 195 dividend-equivalent restricted stock units accrued between March and December 2022.

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

5. Includes approximately 471 dividend-equivalent restricted stock units accrued between March and December 2022.

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

7. Includes approximately 496 dividend-equivalent restricted stock units accrued between March and December 2022.

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

9. The option to buy, granted on February 17, 2023, vests in four equal annual installments beginning on February 17, 2024.

Remarks:

	Adam J. Larkins POA for Clark H. Khayat	02/22/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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