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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Terrell Kathleen F
2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2016
3. Issuer Name and Ticker or Trading Symbol
KEYCORP /NEW/ [KEY]
(Last)
(First)
(Middle)
KEYCORP, 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)
Chief Human Resources Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CLEVELAND, OH 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 41,377
D
 
Common Shares 3,424
I
401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Buy 07/21/2007(1) 07/21/2016 Common Shares 6,494 $ 36.37 D  
Options to Buy 07/20/2008(1) 07/20/2017 Common Shares 10,714 $ 36.2 D  
Options to Buy 07/25/2009(1) 07/25/2018 Common Shares 10,000 $ 11.16 D  
Options to Buy 07/27/2011(1) 07/27/2020 Common Shares 4,481 $ 8.42 D  
Options to Buy 03/04/2012(1) 03/04/2021 Common Shares 11,950 $ 9.26 D  
Options to Buy 03/02/2013(1) 03/02/2022 Common Shares 13,750 $ 7.98 D  
Options to Buy 03/01/2014(2) 03/01/2023 Common Shares 4,225 $ 9.33 D  
Options to Buy 02/17/2015(2) 02/17/2024 Common Shares 2,946 $ 12.92 D  
Options to Buy 02/16/2016(2) 02/16/2025 Common Shares 3,695 $ 14.11 D  
Options to Buy 02/15/2017(2) 02/15/2026 Common Shares 8,177 $ 10.49 D  
Restricted Stock Units   (3)   (3) Common Shares 2,597 $ (4) D  
Restricted Stock Units   (5)   (5) Common Shares 3,765 $ (4) D  
Restricted Stock Units   (6)   (6) Common Shares 5,242 $ (4) D  
Restricted Stock Units   (7)   (7) Common Shares 10,076 $ (4) D  
Deferred Shares   (8)   (8) Common Shares 919 $ (9) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Terrell Kathleen F
KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OH 44114
      Chief Human Resources Officer  

Signatures

Carrie A. Benedict POA for Kathleen F. Terrell 03/18/2016
**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 four equal annual installments, beginning on the date shown. These options have fully vested.
(2) Vests in four equal annual installments, beginning on the date shown.
(3) These restricted stock units vest in four equal annual installments. The first installment vested on March 1, 2014.
(4) Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.
(5) These restricted stock units vest in four equal annual installments. The first installment vested on February 17, 2015.
(6) These restricted stock units vest in four equal annual installments. The first installment vested on February 17, 2016.
(7) These restricted stock units vest in four equal annual installments, beginning on February 17, 2017.
(8) 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.
(9) Each deferred share represents the right to receive one KeyCorp common share at distribution.

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.