Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year)
05/22/2014
3. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [KEY]
(Last)
(First)
(Middle)
127 PUBLIC SQUARE
4. 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
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CLEVELAND, OH 44114
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Shares 67,379
D
 
Common Shares 6,256
I
401(k) Savings Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Buy 07/23/2005(1) 07/23/2014 Common Shares 19,500 $ 29.27 D  
Options to Buy 07/22/2006(1) 07/22/2015 Common Shares 19,480 $ 34.4 D  
Options to Buy 07/21/2007(1) 07/21/2016 Common Shares 29,221 $ 36.37 D  
Options to Buy 07/20/2008(1) 07/20/2017 Common Shares 42,857 $ 36.2 D  
Options to Buy 07/25/2009(1) 07/25/2008 Common Shares 65,000 $ 11.16 D  
Options to Buy 03/31/2011(2) 06/12/2019 Common Shares 48,000 $ 6.12 D  
Options to Buy 07/27/2011(1) 07/27/2020 Common Shares 50,201 $ 8.42 D  
Options to Buy 05/19/2012(3) 05/19/2021 Common Shares 46,639 $ 8.59 D  
Options to Buy 03/02/2013(3) 03/02/2022 Common Shares 57,661 $ 7.98 D  
Options to Buy 03/01/2014(3) 03/01/2023 Common Shares 18,309 $ 9.33 D  
Options to Buy 02/17/2015(3) 02/17/2024 Common Shares 14,258 $ 12.92 D  
Restricted Stock Unit   (4)   (4) Common Shares 5,721 $ (5) D  
Restricted Stock Unit   (6)   (6) Common Shares 21,611 $ (5) D  
Restricted Stock Unit   (7)   (7) Common Shares 31,963 $ (5) D  
Restricted Stock Unit   (8)   (8) Common Shares 34,968 $ (5) D  
Restricted Stock Unit   (9)   (9) Common Shares 34,968 $ (5) D  
Deferred Shares   (10)   (10) Common Shares 10,819 $ (11) D  

Reporting Owners

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

Signatures

Frank P. Esposito POA for Edward J. Burke 05/30/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Vested in three equal annual installments, beginning on the date shown. These options have fully vested.
(2) These options, which were issued on June 12, 2009 in connection with KeyCorp's participation in the U.S. Treasury's Troubled Assets Relief Program ("TARP"), were fully vested on the date of grant, but not exercisable until KeyCorp's repayment of its TARP obligations (which occurred on the date shown).
(3) Vests in four equal annual installments, beginning on the date shown.
(4) These restricted stock units vest in four equal annual installments. The first installment vested on May 19, 2012.
(5) Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
(6) These restricted stock units vest in four equal annual installments. The first installment vested on March 2, 2013.
(7) These restricted stock units vest in four equal annual installments. The first installment vested on March 1, 2014.
(8) These restricted stock units vest in four equal annual installments beginning on February 17, 2015.
(9) These restricted stock units will vest in full on February 17, 2017.
(10) Deferred shares held in the Common Share account of the KeyCorp Deferred Savings Plan (the "Plan") are only distributable in accordance with the terms of that Plan, which is not a date certain. Contributions to the Common Share account of the Plan were frozen beginning in 2012.
(11) Each deferred share represents the right to receive one KeyCorp common share at distribution.

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