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^*

Warder Jamie

(Last)

(First)

(Middle)

127 PUBLIC SQUARE

(Street)

CLEVELAND

44114

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2021

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)
Head of Digital Banking

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	33,259	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	02/17/2021⁽¹⁾	02/17/2030	Common Shares	15,527	19.73	D
Option to Buy	02/17/2022⁽¹⁾	02/15/2031	Common Shares	20,710	20.98	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Shares	3,259	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Shares	9,488	⁽³⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Shares	8,099	⁽³⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Shares	11,110	⁽³⁾	D
Restricted Stock Units	02/15/2024	02/15/2024	Common Shares	52,903	⁽³⁾	D

Explanation of Responses:

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

2. These restricted stock units vest in four equal annual installments. The first installment vested on February 17, 2019.

3. Each restricted stock unit represents the right to receive one KeyCorp common share at vesting.

4. These restricted stock units vest in four equal annual installments. The first installment vested on February 17, 2020.

5. These restricted stock units vest in four equal annual installments. The first installment vested on February 17, 2021.

6. These restricted stock units vest in four equal annual installments. The first installment will vest on February 17, 2022.

Remarks:

	Carrie A. Benedict POA for Jamie Warder	05/25/2021
	** 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.