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
                                                                                  
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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 *

ALARIO RICHARD J
2. Issuer Name and Ticker or Trading Symbol

KEY ENERGY SERVICES INC [ KEG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

1301 MCKINNEY STREET, SUITE 1800
3. Date of Earliest Transaction (MM/DD/YYYY)

1/30/2016
(Street)

HOUSTON, TX 77010
(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   1/30/2016     F    28898   (1) D $0.32   (2) 1699277   (3) D    
Common Stock   1/30/2016     F    22301   (4) D $0.32   (2) 1676976   (5) D    

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

Explanation of Responses:
( 1)  Payment of tax liability by delivery of stock incident to the vesting on January 30, 2016 of 88,506 shares of restricted stock granted on January 30, 2014.
( 2)  Vesting price is based on the average of the closing price of common stock on the trading date immediately preceding the vesting date and the opening price of the stock on the first trading day following the vesting date, pursuant to the Key Energy Services, Inc. 2014 Equity and Cash Incentive Plan (the "2014 Plan").
( 3)  Includes 338,506 unvested shares of restricted stock granted under the 2014 Plan.
( 4)  Payment of tax liability by delivery of stock incident to the vesting on January 30, 2016 of 83,334 shares of restricted stock granted on January 30, 2015.
( 5)  Includes 255,172 unvested shares of restricted stock granted under the 2014 Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ALARIO RICHARD J
1301 MCKINNEY STREET
SUITE 1800
HOUSTON, TX 77010
X
CEO

Signatures
By Katherine I. Hargis, Attorney-in-fact for Richard J. Alario 2/2/2016
** 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.
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