KeyCorp (KEY) Form 4 KEYCORP / Douglas M Schosser 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Schosser Douglas M

(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 Accounting 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		4,766	A	(1)	34,415	D
Common Shares	02/17/2023		F		1,701	D	$19.15	32,714	D
Common Shares								4,079(2)	I	401(k) Plan

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			1,861	(3)	(3)	Common Shares	1,861(4)	$0	0	D
Restricted Stock Units	(1)	02/17/2023		M			1,698	(5)	(5)	Common Shares	1,698	$0	3,396(6)	D
Restricted Stock Units	(1)	02/17/2023		M			1,207	(7)	(7)	Common Shares	1,207	$0	3,622(8)	D
Restricted Stock Units	(1)	02/17/2023		A		5,874		(9)	(9)	Common Shares	5,874	$0	5,874	D
Option to Buy	$21.07	02/17/2023		A		8,865		(10)	02/17/2033	Common Shares	8,865	$0	8,865	D
Deferred Shares	(11)	02/17/2023		A		5,255		(12)	(12)	Common Shares	5,255	(13)	10,922(14)	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 13, 2023.

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

4. Includes approximately 77 dividend-equivalent restricted stock units accrued between March and December 2022.

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

6. Includes approximately 209 dividend-equivalent restricted stock units accrued between March and December 2022.

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

8. Includes approximately 198 dividend-equivalent restricted stock units accrued between March and December 2022.

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

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

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

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

13. 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.

14. Includes approximately 233 dividend-equivalent deferred shares accrued between March and December 2022.

Remarks:

	Adam J. Larkins POA for Douglas M. Schosser	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.