Edgar Filing: KEYCORP /NEW/

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 ^*

Burke Edward J.

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)
Co-Pres., Key Community Bank

(Last)

(First)

(Middle)

C/O KEYCORP, 127 PUBLIC SQUARE

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2017

(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)
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	02/21/2017		M		56,038	A	$ 11.16	231,468	D
Common Shares	02/21/2017		F		43,922	D	$ 19.09	187,546	D
Common Shares	02/21/2017		M		48,000	A	$ 6.12	235,546	D
Common Shares	02/21/2017		S		48,000	D	$ 19.03 ⁽¹⁾ ⁽²⁾	187,546	D
Common Shares	02/21/2017		M		26,449	A	$ 8.42	213,995	D
Common Shares	02/21/2017		F		18,763	D	$ 19.07	195,232	D
Common Shares	02/21/2017		M		23,357	A	$ 8.59	218,589	D
Common Shares	02/21/2017		F		16,686	D	$ 19.04	201,903	D
Common Shares	02/21/2017		M		45,130	A	$ 7.98	247,033	D
Common Shares	02/21/2017		F		31,491	D	$ 19.03	215,542	D
Common Shares	02/21/2017		M		13,732	A	$ 9.33	229,274	D
Common Shares	02/21/2017		F		10,091	D	$ 19.02	219,183	D
Common Shares	02/21/2017		M		10,694	A	$ 12.92	229,877	D
Common Shares	02/21/2017		F		8,895	D	$ 19.09	220,982	D
Common Shares	02/21/2017		M		12,267	A	$ 10.49	233,249	D
Common Shares	02/21/2017		F		9,389	D	$ 19.1	223,860	D
Common Shares	02/21/2017		S		113,430	D	$ 19.04 ⁽²⁾ ⁽³⁾	110,430	D
Common Shares								6,612 ⁽⁴⁾	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Buy

$ 11.16

02/21/2017

56,038

⁽⁵⁾

07/25/2018

Common Shares

56,038

$ 0

8,962

Option to Buy

$ 6.12

02/21/2017

48,000

03/31/2011⁽⁶⁾

06/12/2019

Common Shares

48,000

$ 0

Option to Buy

$ 8.42

02/21/2017

26,449

⁽⁷⁾

07/27/2020

Common Shares

26,449

$ 0

23,752

Option to Buy

$ 8.59

02/21/2017

23,357

⁽⁸⁾

05/19/2021

Common Shares

23,357

$ 0

23,282

Option to Buy

$ 7.98

02/21/2017

45,130

⁽⁹⁾

03/02/2022

Common Shares

45,130

$ 0

12,531

Option to Buy

$ 9.33

02/21/2017

13,732

⁽¹⁰⁾

03/01/2023

Common Shares

13,732

$ 0

4,577

Option to Buy

$ 12.92

02/21/2017

10,694

⁽¹¹⁾

02/17/2024

Common Shares

10,694

$ 0

3,564

Option to Buy

$ 10.49

02/21/2017

12,267

⁽¹²⁾

02/15/2026

Common Shares

12,267

$ 0

36,798

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Burke Edward J. C/O KEYCORP 127 PUBLIC SQUARE CLEVELAND, OH 44114			Co-Pres., Key Community Bank

Signatures

Carrie A. Benedict POA for Edward J. Burke		02/23/2017
^**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)	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.02 to $19.07.
(2)	The reporting person may provide to KeyCorp, any security holder of KeyCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
(3)	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.09.
(4)	Reported as of February 9, 2017.
(5)	This option vested in three equal annual installments ending on July 25, 2011.
(6)	This option, which was issued on June 12, 2009 in connection with KeyCorp's participation in the U.S. Treasury's Troubled Assets Relief Program ("TARP"), was fully vested on the date of grant, but not exercisable until KeyCorp's repayment of its TARP obligations (which occurred on the date shown).
(7)	This option vested in three equal annual installments ending on July 27, 2013.
(8)	This option vested in four equal annual installments ending on May 19, 2015.
(9)	This option vested in four equal annual installments ending on March 2, 2016.
(10)	This option vests in four equal annual installments ending on March 1, 2017.
(11)	This option vests in four equal annual installments ending on February 17, 2018.
(12)	This option vests in four equal annual installments ending on February 17, 2020.

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