Andrew J Paine III Form 4 KEYCORP / Andrew J Paine III 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^*

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)
02/17/2022

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	02/17/2022		M		33,341	A	⁽¹⁾	234,245	D
Common Shares	02/17/2022		F		10,220	D	$25.73	224,025	D
Common Shares								18,514	I	By spouse
Common Shares								21,256⁽²⁾	I	401(k) Plan
Common Shares								445	I	By Paine Investments LP

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)
Restricted Stock Units	⁽¹⁾	02/17/2022		M			10,591	⁽³⁾	⁽³⁾	Common Shares	10,591⁽⁴⁾	$0	0	D
Restricted Stock Units	⁽¹⁾	02/17/2022		M			12,980	⁽⁵⁾	⁽⁵⁾	Common Shares	12,980	$0	12,981⁽⁶⁾	D
Restricted Stock Units	⁽¹⁾	02/17/2022		M			9,770	⁽⁷⁾	⁽⁷⁾	Common Shares	9,770	$0	29,310⁽⁸⁾	D
Deferred Shares	⁽⁹⁾	02/17/2022		A		19,761		⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	19,761	⁽¹¹⁾	19,761	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 15, 2022.

3. These restricted stock units, granted on February 19, 2018, vested in four equal annual installments ending on February 17, 2022.

4. Includes approximately 359 dividend-equivalent restricted stock units accrued between March and December 2021.

5. These restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020.

6. Includes approximately 880 dividend-equivalent restricted stock units accrued between March and December 2021.

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

8. Includes approximately 1,325 dividend-equivalent restricted stock units accrued between March and December 2021.

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

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

11. In connection with the vesting on February 17, 2022, of cash-settling performance shares previously granted to the reporting person, the reporting person's receipt of the cash value of 19,761 shares of common stock was deferred, resulting in the reporting person's receipt instead of 19,761 deferred shares pursuant to KeyCorp's Long-Term Incentive Deferral Plan.

Remarks:

	Carrie A. Benedict POA for Andrew J. Paine III	02/22/2022
	** 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.

Andrew J Paine III Form 4KEYCORP / Andrew J Paine III ownership change