Edgar Filing: Harris Paul N

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Harris Paul N

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)
General Counsel & Secretary

(Last)

(First)

(Middle)

KEYCORP, 127 PUBLIC SQUARE

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2012

(Street)

CLEVELAND, OH 44114

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	03/02/2012		M		1,676	A	$ 0	38,192	D
Common Shares	03/04/2012		M		3,376	A	$ 0	41,568	D
Common Shares								19,200	I	Savings Plan ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Buy

$ 7.98

03/02/2012

53,225

03/02/2013⁽²⁾

03/02/2022

Common Shares

53,225

$ 7.98

53,225

Phantom Shares ⁽³⁾

$ 7.98

03/02/2012

25,563

03/02/2015

Common Shares

25,563

$ 7.98

46,011

Restricted Stock Units

$ 7.98

03/02/2012

24,812

03/02/2013⁽⁴⁾

Common Shares

24,812

$ 7.98

80,947 ⁽⁵⁾

Restricted Stock Units

$ 7.98

03/02/2012

9,398

03/02/2013⁽⁶⁾

Common Shares

9,398

$ 7.98

80,947 ⁽⁵⁾

Restricted Stock Units

$ 7.98

03/02/2012

788

03/02/2012

Common Shares

788

$ 7.98

80,947 ⁽⁵⁾

Restricted Stock Units

$ 0 ⁽⁷⁾

03/02/2012

1,676

03/02/2012

Common Shares

1,676

$ 0 ⁽⁷⁾

80,947 ⁽⁵⁾

Restricted Stock Units

$ 7.98

03/04/2012

1,586

03/04/2012

Common Shares

1,586

$ 7.98

80,947 ⁽⁵⁾

Restricted Stock Units

$ 0 ⁽⁷⁾

03/04/2012

3,376

03/04/2012

Common Shares

3,376

$ 0 ⁽⁷⁾

80,947 ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Harris Paul N KEYCORP 127 PUBLIC SQUARE CLEVELAND, OH 44114			General Counsel & Secretary

Signatures

Steven N. Bulloch POA for Paul N. Harris		03/06/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	As of December 31, 2011.
(2)	Options vest in four annual installments
(3)	Performance Shares payable in cash.
(4)	Restricted Stock Units vest in four annual installments.
(5)	Restricted Stock Units owned after the completion of all reported transactions.
(6)	Restricted Stock Units vest in three annual installments.
(7)	Conversion to common shares is on a one to one basis.

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