Sec Form 4 Filing - Burke Edward J. @ KEYCORP /NEW/ - 2017-02-21

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 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 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 (MM/DD/YY) 02/21/2017 (Street) CLEVELAND, OH44114 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/21/2017 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 $ 11.16 02/21/2017 M 56,038 ( 5 ) 07/25/2018 Common Shares 56,038 $ 0 8,962 D Option to Buy $ 6.12 02/21/2017 M 48,000 03/31/2011( 6 ) 06/12/2019 Common Shares 48,000 $ 0 0 D Option to Buy $ 8.42 02/21/2017 M 26,449 ( 7 ) 07/27/2020 Common Shares 26,449 $ 0 23,752 D Option to Buy $ 8.59 02/21/2017 M 23,357 ( 8 ) 05/19/2021 Common Shares 23,357 $ 0 23,282 D Option to Buy $ 7.98 02/21/2017 M 45,130 ( 9 ) 03/02/2022 Common Shares 45,130 $ 0 12,531 D Option to Buy $ 9.33 02/21/2017 M 13,732 ( 10 ) 03/01/2023 Common Shares 13,732 $ 0 4,577 D Option to Buy $ 12.92 02/21/2017 M 10,694 ( 11 ) 02/17/2024 Common Shares 10,694 $ 0 3,564 D Option to Buy $ 10.49 02/21/2017 M 12,267 ( 12 ) 02/15/2026 Common Shares 12,267 $ 0 36,798 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Burke Edward J. C/O KEYCORP 127 PUBLIC SQUARE CLEVELAND, OH44114 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:

( 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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