SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DeAngelis Robert A

(Last)

(First)

(Middle)

C/O KEYCORP

127 PUBLIC SQUARE

(Street)

CLEVELAND

44114

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2013

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

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Dir, Enterprise Program Mgmt

5. If Amendment, Date of 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

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	81,809	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to Buy	12/29/2007⁽¹⁾	12/29/2016	Common Shares	26,000	$38.15	D
Option to Buy	07/20/2008⁽¹⁾	07/20/2017	Common Shares	23,571	$36.2	D
Option to Buy	07/25/2009⁽¹⁾	07/25/2018	Common Shares	40,000	$11.16	D
Option to Buy	07/27/2010⁽¹⁾	07/27/2019	Common Shares	46,750	$5.55	D
Option to Buy	07/27/2011⁽²⁾	07/27/2020	Common Shares	36,464	$8.42	D
Option to Buy	03/04/2012⁽³⁾	03/04/2021	Common Shares	30,841	$9.26	D
Option to Buy	03/02/2013⁽³⁾	03/02/2022	Common Shares	53,225	$7.98	D
Option to Buy	03/01/2014⁽³⁾	03/01/2023	Common Shares	11,267	$9.33	D
Restricted Stock Units	03/01/2014⁽³⁾	03/01/2017⁽³⁾	Common Shares	25,723	⁽⁴⁾	D

Explanation of Responses:

1. Vested in three equal annual installments. Options are fully vested.

2. Vests in three equal annual installments. First vesting occurred on the date shown.

3. Vests in four equal annual installments beginning on the date shown.

4. Conversion to Common Shares is on a one-for-one basis.

Remarks:

	Frank P. Esposito POA for Robert A. DeAngelis	03/22/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.