FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

DeAngelis Robert A

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/6/2017 

3. Issuer Name and Ticker or Trading Symbol

KEYCORP /NEW/ [KEY]

(Last)        (First)        (Middle)

C/O KEYCORP, 127 PUBLIC SQUARE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Dir. of Qual. & Prod. Mgmt. /

(Street)

CLEVELAND, OH 44114       

(City)              (State)              (Zip)
5. 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 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   122524   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Buy   7/20/2008   (1) 7/20/2017   Common Shares   23571   $36.20   D  
 
Option to Buy   7/25/2009   (1) 7/25/2018   Common Shares   31038   $11.16   D  
 
Option to Buy   7/27/2010   (1) 7/27/2019   Common Shares   36150   $5.55   D  
 
Option to Buy   7/27/2011   (1) 7/27/2020   Common Shares   36464   $8.42   D  
 
Option to Buy   3/4/2012   (2) 3/4/2021   Common Shares   30841   $9.26   D  
 
Option to Buy   3/2/2013   (2) 3/2/2022   Common Shares   53225   $7.98   D  
 
Option to Buy   3/1/2014   (2) 3/1/2023   Common Shares   11267   $9.33   D  
 
Option to Buy   2/17/2015   (3) 2/17/2024   Common Shares   7604   $12.92   D  
 
Option to Buy   2/17/2016   (3) 2/16/2025   Common Shares   9237   $14.11   D  
 
Option to Buy   2/17/2017   (3) 2/15/2026   Common Shares   18691   $10.49   D  
 
Restricted Stock Units     (4)   (4) Common Shares   3315     (5) D  
 
Restricted Stock Units     (6)   (6) Common Shares   5963     (5) D  
 
Restricted Stock Units     (7)   (7) Common Shares   11788     (5) D  
 
Deferred Shares     (8)   (8) Common Shares   5621     (9) D  
 

Explanation of Responses:
(1)  Vested in three equal annual installments. This option is fully vested.
(2)  Vested in four equal annual installments. This option is fully vested.
(3)  Vests in four equal annual installments, beginning on the date shown.
(4)  These restricted stock units vest in four equal annual installments. The first installment vested on February 17, 2015.
(5)  Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
(6)  These restricted stock units vest in four equal annual installments. The first installment vested on February 17, 2016.
(7)  These restricted stock units vest in four equal annual installments. The first installment vested on February 17, 2017.
(8)  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.
(9)  Each deferred share represents the right to receive one KeyCorp common share at distribution.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DeAngelis Robert A
C/O KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OH 44114


Dir. of Qual. & Prod. Mgmt.

Signatures
Carrie A. Benedict POA for Robert A. DeAngelis 6/12/2017
** 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).
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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