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 * Gorman Christopher M.   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) President, Key Coporate Bank (Last) (First) (Middle) KEYCORP, 127 PUBLIC SQUARE 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2016 (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               337,006 (1) D   Common Shares               3,475 (2) I 401(k) Plan

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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

Restricted Stock Units

(3)

02/15/2016

A

91,515

(4)

(4)

Common Shares

91,515

$ 0

91,515

D

Option to Buy

$ 10.49

02/15/2016

A

112,149

(5)

02/15/2026

Common Shares

112,149

$ 0

112,149

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gorman Christopher M. KEYCORP 127 PUBLIC SQUARE CLEVELAND, OH 44114			President, Key Coporate Bank

Signatures

Carrie A. Benedict POA for Christopher M. Gorman		02/17/2016
**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)	Includes approximately 5,029 common shares acquired through dividend reinvestments between March and December 2015, and approximately 540 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between March 2015 and February 2016.
(2)	Reported as of December 31, 2015.
(3)	Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
(4)	The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.
(5)	The options to buy, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.

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