Sec Form 4 Filing - Gorman Christopher M. @ KEYCORP /NEW/ - 2019-02-17

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) Pres. of Banking & Vice Chair (Last) (First) (Middle) C/O KEYCORP, 127 PUBLIC SQUARE 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2019 (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 02/17/2019 M 70,278 A 373,222 ( 2 ) D Common Shares 02/17/2019 F 31,873 D $ 17.51 341,349 D Common Shares 02/18/2019 A 121,111 A 462,460 D Common Shares 02/18/2019 F 54,972 D $ 17.51 407,488 D Common Shares 3,732 ( 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 ) 02/17/2019 M 19,516 ( 5 ) ( 5 ) Common Shares 19,516 ( 6 ) $ 0 0 D Restricted Stock Units ( 1 ) 02/17/2019 M 24,692 ( 7 ) ( 7 ) Common Shares 24,692 $ 0 24,692 ( 8 ) D Restricted Stock Units ( 1 ) 02/17/2019 M 13,318 ( 9 ) ( 9 ) Common Shares 13,318 $ 0 26,636 ( 10 ) D Restricted Stock Units ( 1 ) 02/17/2019 M 12,753 ( 11 ) ( 11 ) Common Shares 12,753 $ 0 38,258 ( 12 ) D Restricted Stock Units ( 1 ) 02/18/2019 A 63,963 ( 13 ) ( 13 ) Common Shares 63,963 $ 0 63,963 D Option to Buy $ 17.51 02/18/2019 A 91,205 ( 14 ) 02/18/2029 Common Shares 91,205 $ 0 91,205 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gorman Christopher M. C/O KEYCORP 127 PUBLIC SQUARE CLEVELAND, OH44114 Pres. of Banking & Vice Chair Signatures Carrie A. Benedict POA for Christopher M. Gorman 02/20/2019 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 4,018 common shares acquired through dividend reinvestments between September and December 2018 and approximately 235 common shares acquired under the KeyCorp Amended and Restated Discount Stock Purchase Plan between August 2018 and February 2019. ( 3 )These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 15, 2016. ( 4 )Reported as of February 8, 2019. ( 5 )The restricted stock units, granted on February 16, 2015, vested in four equal annual installments ending on February 17, 2019. ( 6 )Includes approximately 587 dividend-equivalent restricted stock units accrued between March and December 2018. ( 7 )The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017. ( 8 )Includes approximately 1,485 dividend-equivalent restricted stock units accrued between March and December 2018. ( 9 )The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018. ( 10 )Includes approximately 1,202 dividend-equivalent restricted stock units accrued between March and December 2018. ( 11 )The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019. ( 12 )Includes approximately 1,534 dividend-equivalent restricted stock units accrued between March and December 2018. ( 13 )The restricted stock units, granted on February 18, 2019, vest in four equal annual installments beginning on February 17, 2020. ( 14 )The options to buy, granted on February 18, 2019, vest in four equal annual installments beginning 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 const itute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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