Chairman and CEO Gorman Christopher M. converted options into 115,514 shares and covered exercise/tax liability with 45,559 shares, increasing direct ownership by 9% to 869,721 units (SEC Form 4)
$KEY
Major Banks
Finance
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [ KEY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/17/2025 | M | 115,514 | A | (1) | 915,279(2) | D | |||
| Common Shares | 02/17/2025 | F | 45,559 | D | $17.72 | 869,721 | D | |||
| Common Shares | 200,000 | I | By GRAT(3) | |||||||
| Common Shares | 126,645 | I | By GRAT(3) | |||||||
| Common Shares | 5,060(4) | I | 401(k) Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 02/17/2025 | A | 116,817 | (5) | (5) | Common Shares | 116,817 | $0 | 116,817 | D | ||||
| Option to Buy | $19.49 | 02/17/2025 | A | 139,959 | (6) | 02/17/2035 | Common Shares | 139,959 | $0 | 139,959 | D | ||||
| Restricted Stock Units | (1) | 02/17/2025 | M | 20,626 | (7) | (7) | Common Shares | 20,626(8) | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 02/17/2025 | M | 24,558 | (9) | (9) | Common Shares | 24,558 | $0 | 24,558(10) | D | ||||
| Restricted Stock Units | (1) | 02/17/2025 | M | 30,978 | (11) | (11) | Common Shares | 30,978 | $0 | 61,955(12) | D | ||||
| Restricted Stock Units | (1) | 02/17/2025 | M | 39,352 | (13) | (13) | Common Shares | 39,352 | $0 | 118,054(14) | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents the right to receive one KeyCorp common share at vesting. |
| 2. Includes approximately 463 common shares acquired under the KeyCorp Second Amended and Restated Discounted Stock Purchase Plan since March 2024. |
| 3. These shares are held in a grantor retained annuity trust for the benefit of the reporting person and the reporting person's children. The reporting person is the trustee of the trust. |
| 4. Reported as of February 14, 2025. |
| 5. These restricted stock units, granted on February 17, 2025, vest in four equal annual installments beginning on February 17, 2026. |
| 6. The option to buy, granted on February 17, 2025, vests in four equal annual installments beginning on February 17, 2026. |
| 7. These restricted stock units, granted on February 15, 2021, vest in four equal annual installments beginning on February 17, 2022. |
| 8. Includes approximately 1,068 dividend-equivalent restricted stock units accrued between March and December 2024. |
| 9. These restricted stock units, granted on February 14, 2022, vest in four equal annual installments beginning on February 17, 2023. |
| 10. Includes approximately 2,544 dividend-equivalent restricted stock units accrued between March and December 2024. |
| 11. These restricted stock units, granted on February 17, 2023, vest in four equal annual installments beginning on February 17, 2024. |
| 12. Includes approximately 4,814 dividend-equivalent restricted stock units accrued between March and December 2024. |
| 13. These restricted stock units, granted on February 16, 2024, vest in four equal annual installments beginning on February 17, 2025. |
| 14. Includes approximately 8,154 dividend-equivalent restricted stock units accrued between March and December 2024. |
| Remarks: |
| Adam J. Larkins POA for Christopher M. Gorman | 02/19/2025 | |
| ** 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. | ||