Sec Form 4 Filing - Gorman Christopher M. @ KEYCORP /NEW/ - 2016-02-15

Insider filing report for Changes in Beneficial Ownership
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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
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 (MM/DD/YY)
02/15/2016
(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 337,006 ( 1 ) D
Common Shares 3,475 ( 2 ) 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
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, OH44114
President, Key Coporate Bank
Signatures
Carrie A. Benedict POA for Christopher M. Gorman 02/17/2016
Signature of Reporting Person Date
Explanation of Responses:
( 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.

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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