Donald R Kimble Form 4 KEYCORP / DONALD R KIMBLE ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KIMBLE DONALD R

(Last) (First) (Middle)

C/O KEYCORP

127 PUBLIC SQUARE

(Street)

CLEVELAND OH 44114

(City) (State) (Zip)

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2017

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	02/17/2017		M		34,215	A	(1)	183,265(2)	D
Common Shares	02/17/2017		F		11,954	D	$18.96	171,311	D
Common Shares	02/20/2017		A		45,253	A	(3)	216,564	D
Common Shares	02/20/2017		F		19,560	D	$18.96	197,004	D

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 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: 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)	02/17/2017		M			9,902	(4)	(4)	Common Shares	9,902	$0	9,901(5)	D
Restricted Stock Units	(1)	02/17/2017		M			9,645	(6)	(6)	Common Shares	9,645	$0	19,291(7)	D
Restricted Stock Units	(1)	02/17/2017		M			14,668	(8)	(8)	Common Shares	14,668	$0	44,001(9)	D
Restricted Stock Units	(1)	02/20/2017		A		31,645		(10)	(10)	Common Shares	31,645	$0	31,645	D
Option to Buy	$18.96	02/20/2017		A		32,608		(11)	02/20/2027	Common Shares	32,608	$0	32,608	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

2. Includes approximately 255 common shares acquired through dividend reinvestments in June 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. The restricted stock units, granted on February 17, 2014, vest in four equal annual installments that began on February 17, 2015.

5. Includes approximately 497 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 726 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 1,473 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.

Remarks:

	Carrie A. Benedict POA for Donald R. Kimble	02/22/2017
	** 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).
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