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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1. Name and Address of Reporting Person * Crosby Gary M   2. Issuer Name and Ticker or Trading Symbol KEYCORP /NEW/ [KEY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O KEYCORP, 127 PUBLIC SQUARE 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2017 (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) Code V Amount (A) or (D) Price Common Shares 02/01/2017   M   21,149 A $ 12.83 769,911 D   Common Shares 02/01/2017   F   17,575 D $ 18.15 752,336 D   Common Shares 02/01/2017   M   31,157 A $ 16.41 783,493 D   Common Shares 02/01/2017   F   29,328 D $ 18.12 754,165 D   Common Shares 02/01/2017   M   40,421 A $ 15.68 794,586 D   Common Shares 02/01/2017   F   36,949 D $ 18.14 757,637 D   Common Shares 02/01/2017   M   72,784 A $ 11.19 830,421 D   Common Shares 02/01/2017   F   55,192 D $ 18.15 775,229 D   Common Shares 02/01/2017   M   101,382 A $ 10.07 876,611 D   Common Shares 02/01/2017   F   77,702 D $ 18.14 798,909 D   Common Shares 02/01/2017   M   214,844 A $ 10.54 1,013,753 D   Common Shares 02/01/2017   F   171,203 D $ 18.16 842,550 D   Common Shares               641 I 401(k) Plan

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Buy

$ 12.83

02/01/2017

M

21,149

(1)

07/13/2019

Common Shares

21,149

(2)

0

D

Option to Buy

$ 16.41

02/01/2017

M

31,157

(3)

01/25/2020

Common Shares

31,157

(2)

0

D

Option to Buy

$ 15.68

02/01/2017

M

40,421

(4)

01/24/2021

Common Shares

40,421

(2)

0

D

Option to Buy

$ 11.19

02/01/2017

M

72,784

(5)

08/05/2021(6)

Common Shares

72,784

(2)

0

D

Option to Buy

$ 10.07

02/01/2017

M

101,382

(7)

08/05/2017(6)

Common Shares

101,382

(2)

0

D

Option to Buy

$ 10.54

02/01/2017

M

214,844

(8)

08/05/2017(6)

Common Shares

214,844

(2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Crosby Gary M C/O KEYCORP 127 PUBLIC SQUARE CLEVELAND, OH 44114	X

Signatures

Carrie A. Benedict POA for Gary M. Crosby		02/03/2017
**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)	This option vested in three equal annual installments ending on July 13, 2012.
(2)	This option was assumed by KeyCorp in the merger with First Niagara Financial Group, Inc. ("FNFG") and converted into a stock option exercisable for a number of whole shares (rounded down to the nearest whole share) equal to (i) the number of shares of FNFG common stock subject to such option multipled by (ii) 0.88.
(3)	This option vested in three equal annual installments ending on January 25, 2013.
(4)	This option vested in three equal annual installments ending on January 24, 2014.
(5)	This option vested in three equal annual installments ending on March 30, 2015.
(6)	The expiration date of this option was accelerated in connection with the merger of KeyCorp and FNFG pursuant to the terms of the plan under which the option was granted.
(7)	This option vested in three equal annual installments ending on March 28, 2016.
(8)	This option fully vested on August 5, 2016 in connection with the merger of KeyCorp and FNFG.

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