Sec Form 4 Filing - Gorman Christopher M. @ KEYCORP /NEW/ - 2017-02-17

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) Merger Integration Executive (Last) (First) (Middle) C/O KEYCORP, 127 PUBLIC SQUARE 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2017 (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 02/17/2017 M 58,522 A 441,161 ( 2 ) D Common Shares 02/17/2017 F 20,479 D $ 18.96 420,682 D Common Shares 02/20/2017 A 75,422 A 496,104 D Common Shares 02/20/2017 F 36,165 D $ 18.96 459,939 D Common Shares 3,546 ( 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 Restricted Stock Units ( 1 ) 02/17/2017 M 16,504 ( 5 ) ( 5 ) Common Shares 16,504 $ 0 16,503 ( 6 ) D Restricted Stock Units ( 1 ) 02/17/2017 M 18,550 ( 7 ) ( 7 ) Common Shares 18,550 $ 0 37,098 ( 8 ) D Restricted Stock Units ( 1 ) 02/17/2017 M 23,468 ( 9 ) ( 9 ) Common Shares 23,468 $ 0 70,403 ( 10 ) D Restricted Stock Units ( 1 ) 02/20/2017 A 50,632 ( 11 ) ( 11 ) Common Shares 50,632 $ 0 50,632 D Option to Buy $ 18.96 02/20/2017 A 52,173 ( 12 ) 02/20/2027 Common Shares 52,173 $ 0 52,173 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gorman Christopher M. C/O KEYCORP 127 PUBLIC SQUARE CLEVELAND, OH44114 Merger Integration Executive Signatures Carrie A. Benedict POA for Christopher M. Gorman 02/22/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents the right to receive one KeyCorp common share at vesting. ( 2 )Includes approximately 7,281 common shares acquired through dividend reinvestments between March and December 2016, and approximately 535 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between March 2016 and February 2017. ( 3 )These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 17, 2014. ( 4 )Reported as of February 9, 2017. ( 5 )The restricted stock units, granted on February 17, 2014, vest in four equal annual installments that began on February 17, 2015. ( 6 )Includes approximately 828 dividend-equivalent restricted stock units accrued between March and December 2016. ( 7 )The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016. ( 8 )Includes approximately 1,397 dividend-equivalent restricted stock units accrued between March and December 2016. ( 9 )The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017. ( 10 )Includes approximately 2,356 dividend-equivalent restricted stock units accrued between March and December 2016. ( 11 )The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018. ( 12 )The options to buy, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.

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).

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