FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Norwood Gregory W 		2. Issuer Name and Ticker or Trading Symbol

FIRST NIAGARA FINANCIAL GROUP INC [ FNFG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SEVP, Chief Financial Officer
(Last)          (First)          (Middle)

726 EXCHANGE STREET, SUITE 618 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/1/2016
(Street)

BUFFALO, NY 14210
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Stock   8/1/2016     D    296929   D   (1) 0   D    
Series B Nonconvertible Preferred Stock   8/1/2016     D    2000   D   (2) 0   D    
Common Stock   8/1/2016     D    371   D   (3) 0   I   By ESOP  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Non-qualified Stock Option (Right to Buy)   $13.84   8/1/2016     D         33096      (4) 4/4/2021   Common Stock   33096.0     (4) 0   D    
Non-qualified Stock Option (Right to Buy)   $8.86   8/1/2016     D         28495      (5) 3/28/2023   Common Stock   28495.0     (5) 0   D    
Non-qualified Stock Option (Right to Buy)   $9.27   8/1/2016     D         53060      (6) 3/28/2024   Common Stock   53060.0     (6) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger by and among issuer and KeyCorp dated October 30, 2015 (the "Merger Agreement"), pursuant to which issuer was merged with and into KeyCorp, effective August 1, 2016 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.68 shares of KeyCorp common stock and $2.30 of cash. Each unvested issuer restricted stock unit award was converted into a KeyCorp restricted stock unit for a number of whole shares (rounded down to the nearest whole share) of KeyCorp common stock equal to (i) the amount of issuer common stock underlying such restricted stock unit award multiplied by (ii) 0.88. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
( 2)  Disposed of pursuant to the Merger Agreement. Pursuant to the Merger, each issued and outstanding share of issuer Series B Nonconvertible Preferred Stock was converted into one share of a newly issued series of Fixed-to-Floating Rate Perpetual Noncumulative Preferred Stock, Series C of KeyCorp. As a result of the Merger, the reporting person no longer beneficially owns directly any shares of issuer preferred stock.
( 3)  Disposed of pursuant to the Merger, in which issuer was merged with and into KeyCorp. Pursuant to the Merger, each issued and outstanding share of issuer common stock was exchanged for 0.68 shares of KeyCorp common stock and $2.30 of cash. As a result of the Merger, the reporting person no longer beneficially owns directly any shares of issuer common stock.
( 4)  This option, which provided for vesting in three equal annual installments beginning January 24, 2012 was assumed by KeyCorp in the Merger and replaced with an option to purchase 29,124 shares of KeyCorp common stock for $15.73 per share.
( 5)  This option, which provided for vesting in three equal annual installments beginning March 28, 2014, was assumed by KeyCorp in the Merger and replaced with an option to purchase 25,075 shares of KeyCorp common stock for $10.07 per share.
( 6)  This option, which provided for vesting in three equal annual installments beginning March 28, 2015, was assumed by KeyCorp in the Merger and replaced with an option to purchase 46,692 shares of KeyCorp common stock for $10.54 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Norwood Gregory W
726 EXCHANGE STREET
SUITE 618
BUFFALO, NY 14210

SEVP, Chief Financial Officer

Signatures
/s/ Joanne M. Bramer, power of attorney for Gregory W. Norwood 8/2/2016
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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