Statement of Changes in Beneficial Ownership (4)

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

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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) Head of Institutional Bank
(Last)          (First)          (Middle) C/O KEYCORP, 127 PUBLIC SQUARE	3. Date of Earliest Transaction (MM/DD/YYYY) 4/26/2021
(Street) CLEVELAND, OH 44114 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	4/26/2021		M		39919	A	$7.98	223446	D
Common Shares	4/26/2021		M		12676	A	$9.33	236122	D
Common Shares	4/26/2021		S		35218	D	$21.34 (1)(2)	200904	D
Common Shares								20779 (3)	I	401(k) Plan
Common Shares								20569	I	By spouse
Common Shares								445	I	By Paine Investments LP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	$7.98	4/26/2021		M			39919	(4)	3/2/2022	Common Shares	39919.0	$0	0	D
Option to Buy	$9.33	4/26/2021		M			12676	(5)	3/1/2023	Common Shares	12676.0	$0	0	D

Explanation of Responses:
(1)	The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $21.33 to $21.35.
(2)	The reporting person may provide to KeyCorp, any security holder of KeyCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.
(3)	Reported as of March 18, 2021.
(4)	This option vested in four equal annual installments ending on March 2, 2016.
(5)	This option vested in four equal annual installments ending on March 1, 2017.

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			Head of Institutional Bank

Signatures
Carrie A. Benedict POA for Andrew J. Paine III		4/28/2021
**Signature of Reporting Person		Date