SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mago Angela G

(Last)

(First)

(Middle)

KEYCORP

127 PUBLIC SQUARE

(Street)

CLEVELAND

44114

(City)

(State)

(Zip)

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

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

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 of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	27,960	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Buy	07/21/2007⁽¹⁾	07/21/2016	Common Shares	3,896	$36.37	D
Options to Buy	07/20/2008⁽¹⁾	07/20/2017	Common Shares	3,214	$36.2	D
Options to Buy	07/25/2009⁽¹⁾	07/25/2018	Common Shares	5,000	$11.16	D
Options to Buy	07/27/2010⁽¹⁾	07/27/2019	Common Shares	6,600	$5.55	D
Options to Buy	07/27/2011⁽¹⁾	07/27/2020	Common Shares	3,646	$8.42	D
Options to Buy	03/04/2012⁽¹⁾	03/04/2021	Common Shares	5,957	$9.26	D
Options to Buy	03/02/2013⁽¹⁾	03/02/2022	Common Shares	13,709	$7.98	D
Options to Buy	03/01/2014⁽²⁾	03/01/2023	Common Shares	5,352	$9.33	D
Options to Buy	02/17/2015⁽²⁾	02/17/2024	Common Shares	3,612	$12.92	D
Options to Buy	02/16/2016⁽²⁾	02/16/2025	Common Shares	15,011	$14.11	D
Options to Buy	02/15/2017⁽²⁾	02/15/2026	Common Shares	62,850	$10.49	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Shares	4,213	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Shares	4,616	⁽⁴⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Shares	14,982	⁽⁴⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Shares	18,204	⁽⁴⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Shares	21,299	⁽⁴⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Shares	77,447	⁽⁴⁾	D
Deferred Shares	⁽¹⁰⁾	⁽¹⁰⁾	Common Shares	2,196	⁽¹¹⁾	D

Explanation of Responses:

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.

Remarks:

	Carrie A. Benedict POA for Angela G. Mago	03/18/2016
	** Signature of Reporting Person	Date
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 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).
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