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 *
Crosby Gary M
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O KEYCORP, 127 PUBLIC SQUARE		 3. Date of Earliest Transaction (Month/Day/Year)
08/01/2016
(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 08/01/2016   A   767,693 A (1) 767,693 D  
Common Shares 08/01/2016   A   641 A (2) 641 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 $ 12.83 08/01/2016   A   21,149     (3) 07/13/2019 Common Shares 21,149 (4) 21,149 D  
Option to Buy $ 16.41 08/01/2016   A   31,157     (5) 01/25/2020 Common Shares 31,157 (4) 31,157 D  
Option to Buy $ 15.68 08/01/2016   A   40,421     (6) 01/24/2021 Common Shares 40,421 (4) 40,421 D  
Option to Buy $ 11.19 08/01/2016   A   72,784     (7) 03/30/2022 Common Shares 72,784 (4) 72,784 D  
Option to Buy $ 10.07 08/01/2016   A   101,382     (8) 03/28/2023 Common Shares 101,382 (4) 101,382 D  
Option to Buy $ 10.54 08/01/2016   A   214,844     (9) 03/28/2024 Common Shares 214,844 (4) 214,844 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Crosby Gary M
C/O KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OH 44114		   X      

Signatures

 Carrie A. Benedict POA for Gary M. Crosby   08/03/2016
**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) Acquired pursuant to the Agreement and Plan of Merger by and among First Niagara Financial Group, Inc. ("FNFG") and KeyCorp dated October 30, 2015 (the "Merger Agreement"), pursuant to which FNFG was merged with and into KeyCorp, effective August 1, 2016 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of FNFG common stock was exchanged, in part, for 0.68 shares of KeyCorp common stock. Each unvested FNFG restricted stock unit award was converted into a KeyCorp restricted stock unit award for a number of whole shares (rounded down to the nearest whole share) of KeyCorp common stock equal to (i) the amount of FNFG common stock underlying such restricted stock unit award (with performance conditions, if any, deemed satisfied at target) multiplied by (ii) 0.88.
(2) Pursuant to the Merger, each issued and outstanding share of FNFG common stock was exchanged, in part, for 0.68 shares of KeyCorp common stock.
(3) This option vested in three equal annual installments ending on July 13, 2012.
(4) This option was assumed by KeyCorp in the Merger and converted into a stock option exercisable for a number of whole shares (rounded down to the nearest whole share) equal to (i) the number of shares of FNFG common stock subject to such option multipled by (ii) 0.88.
(5) This option vested in three equal annual installments ending on January 25, 2013.
(6) This option vested in three equal annual installments ending on January 24, 2014.
(7) This option vested in three equal annual installments ending on March 30, 2015.
(8) This option vested in three equal annual installments ending on March 28, 2016.
(9) This option vests in three equal annual installments ending on March 28, 2017.

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