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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Paine Andrew J III
   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)
Co-Head Corporate Bank
(Last)
(First)
(Middle)
C/O KEYCORP, 127 PUBLIC SQUARE		 3. Date of Earliest Transaction (Month/Day/Year)
02/17/2018
(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 02/17/2018   M   110,852 A (1) 195,904 D  
Common Shares 02/17/2018   F   43,137 D $ 21.02 152,767 D  
Common Shares               18,042 (2) I 401(k) Plan
Common Shares               26,930 I By spouse
Common Shares               445 I By Paine Investments LP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)

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
Restricted Stock Units (1) 02/17/2018   M     53,003   (3)   (3) Common Shares 53,003 (4) $ 0 0 D  
Restricted Stock Units (1) 02/17/2018   M     8,841   (5)   (5) Common Shares 8,841 (6) $ 0 0 D  
Restricted Stock Units (1) 02/17/2018   M     10,506   (7)   (7) Common Shares 10,506 $ 0 10,506 (8) D  
Restricted Stock Units (1) 02/17/2018   M     28,813   (9)   (9) Common Shares 28,813 $ 0 57,627 (10) D  
Restricted Stock Units (1) 02/17/2018   M     9,689   (11)   (11) Common Shares 9,689 $ 0 29,064 (12) D  
Restricted Stock Units (1) 02/19/2018   A   36,156     (13)   (13) Common Shares 36,156 $ 0 36,156 D  
Option to Buy $ 21.02 02/19/2018   A   37,109     (14) 02/19/2028 Common Shares 37,109 $ 0 37,109 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Paine Andrew J III
C/O KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OH 44114		       Co-Head Corporate Bank  

Signatures

 Carrie A. Benedict POA for Andrew J. Paine III   02/21/2018
**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) Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
(2) Reported as of January 26, 2018.
(3) These restricted stock units, granted on February 16, 2015, vested in full on February 17, 2018.
(4) Includes approximately 2,028 dividend-equivalent restricted stock units accrued since June 2016.
(5) These restricted stock units, granted on February 17, 2014, vested in four equal annual installments ending on February 17, 2018.
(6) Includes approximately 177 dividend-equivalent restricted stock units accrued between March and December 2017.
(7) The restricted stock units, granted on February 16, 2015, vest in four equal annual installments beginning on February 17, 2016.
(8) Includes approximately 423 dividend-equivalent restricted stock units accrued between March and December 2017.
(9) The restricted stock units, granted on February 15, 2016, vest in four equal annual installments beginning on February 17, 2017.
(10) Includes approximately 1,736 dividend-equivalent restricted stock units accrued between March and December 2017.
(11) The restricted stock units, granted on February 20, 2017, vest in four equal annual installments beginning on February 17, 2018.
(12) Includes approximately 777 dividend-equivalent restricted stock units accrued between March and December 2017.
(13) The restricted stock units, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.
(14) The options to buy, granted on February 19, 2018, vest in four equal annual installments beginning on February 17, 2019.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.