Edgar Filing: KEYCORP /NEW/

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Burke Edward J.

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2014

3. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [KEY]

(Last)

(First)

(Middle)

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)
Co-Pres., Key Community Bank

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CLEVELAND,Â OHÂ 44114

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	67,379	D	Â
Common Shares	6,256	I	401(k) Savings Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Buy	07/23/2005⁽¹⁾	07/23/2014	Common Shares	19,500	$ 29.27	D	Â
Options to Buy	07/22/2006⁽¹⁾	07/22/2015	Common Shares	19,480	$ 34.4	D	Â
Options to Buy	07/21/2007⁽¹⁾	07/21/2016	Common Shares	29,221	$ 36.37	D	Â
Options to Buy	07/20/2008⁽¹⁾	07/20/2017	Common Shares	42,857	$ 36.2	D	Â
Options to Buy	07/25/2009⁽¹⁾	07/25/2008	Common Shares	65,000	$ 11.16	D	Â
Options to Buy	03/31/2011⁽²⁾	06/12/2019	Common Shares	48,000	$ 6.12	D	Â
Options to Buy	07/27/2011⁽¹⁾	07/27/2020	Common Shares	50,201	$ 8.42	D	Â
Options to Buy	05/19/2012⁽³⁾	05/19/2021	Common Shares	46,639	$ 8.59	D	Â
Options to Buy	03/02/2013⁽³⁾	03/02/2022	Common Shares	57,661	$ 7.98	D	Â
Options to Buy	03/01/2014⁽³⁾	03/01/2023	Common Shares	18,309	$ 9.33	D	Â
Options to Buy	02/17/2015⁽³⁾	02/17/2024	Common Shares	14,258	$ 12.92	D	Â
Restricted Stock Unit	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Shares	5,721	$ ⁽⁵⁾	D	Â
Restricted Stock Unit	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Shares	21,611	$ ⁽⁵⁾	D	Â
Restricted Stock Unit	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Shares	31,963	$ ⁽⁵⁾	D	Â
Restricted Stock Unit	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Shares	34,968	$ ⁽⁵⁾	D	Â
Restricted Stock Unit	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Shares	34,968	$ ⁽⁵⁾	D	Â
Deferred Shares	Â ⁽¹⁰⁾	Â ⁽¹⁰⁾	Common Shares	10,819	$ ⁽¹¹⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Burke Edward J. 127 PUBLIC SQUARE CLEVELAND,Â OHÂ 44114	Â	Â	Â Co-Pres., Key Community Bank	Â

Signatures

Frank P. Esposito POA for Edward J. Burke		05/30/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Vested in three equal annual installments, beginning on the date shown. These options have fully vested.
(2)	These options, which were issued on June 12, 2009 in connection with KeyCorp's participation in the U.S. Treasury's Troubled Assets Relief Program ("TARP"), were fully vested on the date of grant, but not exercisable until KeyCorp's repayment of its TARP obligations (which occurred on the date shown).
(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 May 19, 2012.
(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 March 2, 2013.
(7)	These restricted stock units vest in four equal annual installments. The first installment vested on March 1, 2014.
(8)	These restricted stock units vest in four equal annual installments beginning on February 17, 2015.
(9)	These restricted stock units will vest in full on February 17, 2017.
(10)	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.
(11)	Each deferred share represents the right to receive one KeyCorp common share at distribution.

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