Edgar Filing: Harris Paul N

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Harris Paul N

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)
General Counsel & Secretary

(Last)

(First)

(Middle)

C/O KEYCORP, 127 PUBLIC SQUARE

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2017

(Street)

CLEVELAND, OH 44114

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	08/04/2017		I		21,151	D	$ 18.4	0	I	401(k) Plan
Common Shares	08/04/2017		M		46,038	A	$ 11.16	191,896 ⁽¹⁾	D
Common Shares	08/04/2017		M		48,531	A	$ 5.55	240,427	D
Common Shares	08/04/2017		M		38,262	A	$ 8.42	278,689	D
Common Shares	08/04/2017		M		15,056	A	$ 9.26	293,745	D
Common Shares	08/04/2017		M		40,236	A	$ 7.98	333,981	D
Common Shares	08/04/2017		M		16,901	A	$ 9.33	350,882	D
Common Shares	08/04/2017		S		205,024	D	$ 18.56 ⁽²⁾ ⁽³⁾	145,858	D
Common Shares	08/07/2017		M		8,962	A	$ 11.16	154,820	D
Common Shares	08/07/2017		F		5,447	D	$ 18.36	149,373	D
Common Shares	08/07/2017		M		18,019	A	$ 5.55	167,392	D
Common Shares	08/07/2017		F		5,438	D	$ 18.39	161,954	D
Common Shares	08/07/2017		M		11,876	A	$ 8.42	173,830	D
Common Shares	08/07/2017		F		5,443	D	$ 18.37	168,387	D
Common Shares	08/07/2017		M		27,350	A	$ 9.26	195,737	D
Common Shares	08/07/2017		F		13,786	D	$ 18.37	181,951	D
Common Shares	08/07/2017		M		12,989	A	$ 7.98	194,940	D
Common Shares	08/07/2017		F		5,656	D	$ 18.33	189,284	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Buy

$ 11.16

08/04/2017

46,038

⁽⁴⁾

07/25/2018

Common Shares

46,038

$ 0

8,962

Option to Buy

$ 5.55

08/04/2017

48,531

⁽⁵⁾

07/27/2019

Common Shares

48,531

$ 0

18,019

Option to Buy

$ 8.42

08/04/2017

38,262

⁽⁶⁾

07/27/2020

Common Shares

38,262

$ 0

11,876

Option to Buy

$ 9.26

08/04/2017

15,056

⁽⁷⁾

03/04/2021

Common Shares

15,056

$ 0

27,350

Option to Buy

$ 7.98

08/04/2017

40,236

⁽⁸⁾

03/02/2022

Common Shares

40,236

$ 0

12,989

Option to Buy

$ 9.33

08/04/2017

16,901

⁽⁹⁾

03/01/2023

Common Shares

16,901

$ 0

Option to Buy

$ 11.16

08/07/2017

8,962

⁽⁴⁾

07/25/2018

Common Shares

8,962

$ 0

Option to Buy

$ 5.55

08/07/2017

18,019

⁽⁵⁾

07/27/2019

Common Shares

18,019

$ 0

Option to Buy

$ 8.42

08/07/2017

11,876

⁽⁶⁾

07/27/2020

Common Shares

11,876

$ 0

Option to Buy

$ 9.26

08/07/2017

27,350

⁽⁷⁾

03/04/2021

Common Shares

27,350

$ 0

Option to Buy

$ 7.98

08/07/2017

12,989

⁽⁸⁾

03/02/2022

Common Shares

12,989

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Harris Paul N C/O KEYCORP 127 PUBLIC SQUARE CLEVELAND, OH 44114			General Counsel & Secretary

Signatures

Carrie A. Benedict POA for Paul N. Harris		08/08/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes approximately 21 common shares acquired through dividend reinvestment in March 2017.
(2)	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.55 to $18.57.
(3)	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.
(4)	This option vested in three equal annual installments ending on July 25, 2011.
(5)	This option vested in three equal annual installments ending on July 27, 2012.
(6)	This option vested in three equal annual installments ending on July 27, 2013.
(7)	This option vested in four equal annual installments ending on March 4, 2015.
(8)	This option vested in four equal annual installments ending on March 2, 2016.
(9)	This option vested in four equal annual installments ending on March 1, 2017.

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