Ownership Submission
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

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 *
MOONEY BETH E
   2. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [KEY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
KEYCORP, 127 PUBLIC SQUARE		 3. Date of Earliest Transaction (Month/Day/Year)
07/26/2017
(Street)

CLEVELAND, OH 44114		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 07/26/2017   M   350,000 A $ 6.12 1,114,782 (1) D  
Common Shares 07/26/2017   F   230,793 D $ 18.21 883,989 D  
Common Shares 07/26/2017   M   46,564 A $ 8.59 930,553 D  
Common Shares 07/26/2017   F   22,031 D $ 18.16 908,522 D  
Common Shares 07/26/2017   M   12,531 A $ 7.98 921,053 D  
Common Shares 07/26/2017   F   5,512 D $ 18.14 915,541 D  
Common Shares               5,525 (2) I 401(k) Plan

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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 Underlying Securities
(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
Option to Buy $ 6.12 07/26/2017   M     350,000 03/31/2011(3) 06/12/2019 Common Shares 350,000 $ 0 0 D  
Option to Buy $ 8.59 07/26/2017   M     46,564   (4) 05/19/2021 Common Shares 46,564 $ 0 249,879 D  
Option to Buy $ 7.98 07/26/2017   M     12,531   (5) 03/02/2022 Common Shares 12,531 $ 0 437,737 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MOONEY BETH E
KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OH 44114		   X     Chairman and CEO  

Signatures

 Carrie A. Benedict POA for Beth E. Mooney   07/27/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes approximately 1,385 common shares acquired through dividend reinvestments since December 2016.
(2) Reported as of July 27, 2017.
(3) This option, which was issued on June 12, 2009 in connection with KeyCorp's participation in the U.S. Treasury's Troubled Assets Relief Program ("TARP"), was fully vested on the date of grant, but not exercisable until KeyCorp's repayment of its TARP obligations (which occurred on the date shown).
(4) This option vested in four equal annual installments ending on May 19, 2015.
(5) This option vested in four equal annual installments ending on March 2, 2016.

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