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 *

Hartmann William L. 		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)
Chief Risk Officer
(Last)          (First)          (Middle)

C/O KEYCORP, 127 PUBLIC SQUARE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/17/2017
(Street)

CLEVELAND, OH 44114
(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 Shares   2/17/2017     M    16153   A   (1) 112574   (2) D  
 
Common Shares   2/17/2017     F    5533   D $18.96   107041   D  
 
Common Shares   2/20/2017     A    23569   A   (3) 130610   D  
 
Common Shares   2/20/2017     F    7861   D $18.96   122749   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
Restricted Stock Units     (1) 2/17/2017     M         5776      (4)   (4) Common Shares   5776   $0   5775   (5) D  
 
Restricted Stock Units     (1) 2/17/2017     M         4266      (6)   (6) Common Shares   4266   $0   8533   (7) D  
 
Restricted Stock Units     (1) 2/17/2017     M         6111      (8)   (8) Common Shares   6111   $0   18334   (9) D  
 
Restricted Stock Units     (1) 2/20/2017     A      17799         (10)   (10) Common Shares   17799   $0   17799   D  
 
Option to Buy   $18.96   2/20/2017     A      13586         (11) 2/20/2027   Common Shares   13586   $0   13586   D  
 

Explanation of Responses:
( 1)  Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
( 2)  Includes approximately 27 common shares acquired through dividend reinvestments in March 2016.
( 3)  These shares were received for no consideration upon the satisfaction of certain performance criteria underlying the performance share units granted on February 17, 2014.
( 4)  These restricted stock units, granted on February 17, 2014, vest in four equal annual installments that began on February 17, 2015.
( 5)  Includes approximately 290 dividend-equivalent restricted stock units accrued between March and December 2016.
( 6)  The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.
( 7)  Includes approximately 321 dividend-equivalent restricted stock units accrued between March and December 2016.
( 8)  The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.
( 9)  Includes approximately 614 dividend-equivalent restricted stock units accrued between March and December 2016.
( 10)  The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.
( 11)  The options to buy, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hartmann William L.
C/O KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OH 44114

Chief Risk Officer

Signatures
Carrie A. Benedict POA for William L. Hartmann 2/22/2017
** 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 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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