Statement of Changes in Beneficial Ownership (4)
February 19 2020 - 4:45PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Gorman Christopher M. |
2. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/
[
KEY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and COO |
(Last)
(First)
(Middle)
C/O KEYCORP, 127 PUBLIC SQUARE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/17/2020 |
(Street)
CLEVELAND, OH 44114
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares | 2/17/2020 | | M | | 69397 | A | (1) | 490193 (2) | D | |
Common Shares | 2/17/2020 | | F | | 23968 | D | $19.73 | 466225 | D | |
Common Shares | 2/17/2020 | | A | | 63206 | A | (3) | 529431 | D | |
Common Shares | 2/17/2020 | | F | | 28665 | D | $19.73 | 500766 | D | |
Common Shares | | | | | | | | 3872 (4) | I | 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 2/17/2020 | | M | | | 25669 | (5) | (5) | Common Shares | 25669 (6) | $0 | 0 | D | |
Restricted Stock Units | (1) | 2/17/2020 | | M | | | 13846 | (7) | (7) | Common Shares | 13846 | $0 | 13846 (8) | D | |
Restricted Stock Units | (1) | 2/17/2020 | | M | | | 13258 | (9) | (9) | Common Shares | 13258 | $0 | 26516 (10) | D | |
Restricted Stock Units | (1) | 2/17/2020 | | M | | | 16625 | (11) | (11) | Common Shares | 16625 | $0 | 49873 (12) | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents the right to receive one KeyCorp common share at vesting. |
(2) | Includes approximately 12,905 common shares acquired through dividend reinvestments between March and December 2019 and approximately 403 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between March 2019 and February 2020. |
(3) | These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 20, 2017. |
(4) | Reported as of February 18, 2020. |
(5) | The restricted stock units, granted on February 15, 2016, vested in four equal annual installments ending on February 17, 2020. |
(6) | Includes approximately 978 dividend-equivalent restricted stock units accrued between March and December 2019. |
(7) | The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018. |
(8) | Includes approximately 1,055 dividend-equivalent restricted stock units accrued between March and December 2019. |
(9) | The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019. |
(10) | Includes approximately 1,516 dividend-equivalent restricted stock units accrued between March and December 2019. |
(11) | The restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020. |
(12) | Includes approximately 2,534 dividend-equivalent restricted stock units accrued between March and December 2019. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gorman Christopher M. C/O KEYCORP 127 PUBLIC SQUARE CLEVELAND, OH 44114 | X |
| President and COO |
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Signatures
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Carrie A. Benedict POA for Christopher M. Gorman | | 2/19/2020 |
**Signature of Reporting Person | Date |
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