Edgar Filing: KEYCORP /NEW/

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 ^*

Â Paine Andrew J III

2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2016

3. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [KEY]

(Last)

(First)

(Middle)

KEYCORP,Â 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-Head Corporate Bank

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CLEVELAND,Â OHÂ 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	31,756	D	Â
Common Shares	31,806	I	By spouse
Common Shares	17,525	I	401(k) 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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Buy	07/21/2007⁽¹⁾	07/21/2016	Common Shares	3,247	$ 36.37	D	Â
Options to Buy	07/20/2008⁽¹⁾	07/20/2017	Common Shares	3,810	$ 36.2	D	Â
Options to Buy	07/25/2009⁽¹⁾	07/25/2018	Common Shares	25,000	$ 11.16	D	Â
Options to Buy	06/12/2010⁽¹⁾	06/12/2019	Common Shares	20,000	$ 6.12	D	Â
Options to Buy	03/04/2012⁽¹⁾	03/04/2021	Common Shares	34,696	$ 9.26	D	Â
Options to Buy	03/02/2013⁽¹⁾	03/02/2022	Common Shares	39,919	$ 7.98	D	Â
Options to Buy	03/01/2014⁽²⁾	03/01/2023	Common Shares	12,676	$ 9.33	D	Â
Options to Buy	02/17/2015⁽²⁾	02/17/2024	Common Shares	13,307	$ 12.92	D	Â
Options to Buy	02/16/2016⁽²⁾	02/16/2025	Common Shares	21,362	$ 14.11	D	Â
Options to Buy	02/15/2017⁽²⁾	02/15/2026	Common Shares	89,953	$ 10.49	D	Â
Restricted Stock Units	Â ⁽³⁾	Â ⁽³⁾	Common Shares	7,793	$ ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Shares	17,007	$ ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Shares	36,444	$ ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Shares	50,975	$ ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Shares	30,311	$ ⁽⁴⁾	D	Â
Restricted Stock Units	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Shares	110,843	$ ⁽⁴⁾	D	Â
Deferred Shares	Â ⁽¹⁰⁾	Â ⁽¹⁰⁾	Common Shares	33,025	$ ⁽¹¹⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Paine Andrew J III KEYCORP 127 PUBLIC SQUARE CLEVELAND,Â OHÂ 44114	Â	Â	Â Co-Head Corporate Bank	Â

Signatures

Carrie A. Benedict POA for Andrew J. Paine III		03/18/2016
^**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 four equal annual installments, beginning on the date shown. These options have fully vested.
(2)	Vests in four equal annual installments, beginning on the date shown.
(3)	These restricted stock units vest in four equal annual installments. The first installment vested on March 1, 2014.
(4)	Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
(5)	These restricted stock units vest in four equal annual installments. The first installment vested on February 17, 2015.
(6)	These restricted stock units will vest in full on February 17, 2017.
(7)	These restricted stock units will vest in full on February 17, 2018.
(8)	These restricted stock units vest in four equal annual installments. The first installment vested on February 17, 2016.
(9)	These restricted stock units vest in four equal annual installments, beginning 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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