KEYCORP /NEW/ — Major Shareholding Notification 2009

May 22, 2009

SC 13G 1 a09-14087_3sc13g.htm SC 13G

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |

*SCHEDULE 13G*

*(Rule 13d-102)*

*Under the Securities Exchange Act of 1934 (Amendment )(1)*

*KeyCorp*

(Name of Issuer)

*7.750% Non-Cumulative Perpetual Convertible Preferred Stock, Series A*

(Title of Class of Securities)

*493267405*

(CUSIP Number)

*May 14, 2009*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

(1) The remainder of this cover page shall be filled out for a person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| 2. | Names of Reporting Persons Sirios Capital Partners, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power - 0 - |
| | 6. | Shared Voting Power 13,804 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 13,804 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 13,804 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable | |
| 11. | Percent of Class
Represented by Amount in Row (9) 0.21% | |
| 12. | Type of Reporting Person
(See Instructions) PN | |

2

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| 2. | Names of Reporting Persons Sirios Capital Partners II, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power - 0 - |
| | 6. | Shared Voting Power 70,973 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 70,973 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 70,973 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o Not applicable | |
| 11. | Percent of Class
Represented by Amount in Row (9) 1.08% | |
| 12. | Type of Reporting Person
(See Instructions) PN | |

3

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| 2. | Names of Reporting Persons Sirios/QP Partners, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power - 0 - |
| | 6. | Shared Voting Power 137,030 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 137,030 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 137,030 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o Not applicable | |
| 11. | Percent of Class
Represented by Amount in Row (9) 2.08% | |
| 12. | Type of Reporting Person
(See Instructions) PN | |

4

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| 2. | Names of Reporting Persons Sirios Overseas Fund, Ltd. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power - 0 - |
| | 6. | Shared Voting Power 108,812 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 108,812 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 108,812 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o Not applicable | |
| 11. | Percent of Class
Represented by Amount in Row (9) 1.66% | |
| 12. | Type of Reporting Person
(See Instructions) OO | |

5

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| 2. | Names of Reporting Persons Sirios Focus Partners, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power - 0 - |
| | 6. | Shared Voting Power 30,236 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 30,236 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 30,236 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o Not applicable | |
| 11. | Percent of Class
Represented by Amount in Row (9) 0.46% | |
| 12. | Type of Reporting Person
(See Instructions) PN | |

6

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| 2. | Names of Reporting Persons Sirios Europe Focus Partners, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power - 0 - |
| | 6. | Shared Voting Power 1,147 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 1,147 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,147 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o Not applicable | |
| 11. | Percent of Class
Represented by Amount in Row (9) 0.02% | |
| 12. | Type of Reporting Person
(See Instructions) PN | |

7

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| 2. | Names of Reporting Persons Vitruvius SICAV — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Luxembourg | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power - 0 - |
| | 6. | Shared Voting Power 24,731 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 24,731 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 24,731 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o Not applicable | |
| 11. | Percent of Class
Represented by Amount in Row (9) 0.38% | |
| 12. | Type of Reporting Person
(See Instructions) OO | |

8

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| 2. | Names of Reporting Persons Sirios Capital Management, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power - 0 - |
| | 6. | Shared Voting Power 386,733 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 386,733 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 386,733 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o Not applicable | |
| 11. | Percent of Class
Represented by Amount in Row (9) 5.88% | |
| 12. | Type of Reporting Person
(See Instructions) IA, PN | |

9

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| 2. | Names of Reporting Persons Sirios Associates, L.L.C. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power - 0 - |
| | 6. | Shared Voting Power 386,733 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 386,733 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 386,733 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o Not applicable | |
| 11. | Percent of Class
Represented by Amount in Row (9) 5.88% | |
| 12. | Type of Reporting Person
(See Instructions) OO | |

10

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| 2. | Names of Reporting Persons John F. Brennan, Jr. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization: U.S.A. | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power - 0 - |
| | 6. | Shared Voting Power 386,733 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 386,733 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 386,733 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o Not applicable | |
| 11. | Percent of Class
Represented by Amount in Row (9) 5.88% | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

11

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Item 1. — (a)	Name of Issuer: The name of the issuer is KeyCorp (the “Company”).
(b)	Address of Issuer’s
Principal Executive Offices: The Company’s principal executive offices are located at 127 Public Square,
Cleveland, Ohio 44114-1306.
Item 2.
(a)	Name of Person(s) Filing: This statement is filed by:
	(i)	Sirios Capital Partners,
L.P., a Delaware limited partnership (“SCP I”), with respect to the shares of
Series A Preferred Stock directly owned by it;
	(ii)	Sirios Capital Partners
II, L.P., a Delaware limited partnership (“SCP II”), with respect to the
shares of Series A Preferred Stock directly owned by it;
	(iii)	Sirios/QP Partners, L.P.,
a Cayman Islands exempted limited partnership (“SQP”), with respect to the
shares of Series A Preferred Stock directly owned by it;
	(iv)	Sirios Overseas Fund,
Ltd., a Cayman Islands company (“SOF”), with respect to the shares of Series
A Preferred Stock directly owned by it;
	(v)	Sirios Focus Partners,
L.P., a Cayman Islands exempted limited partnership (“SFP”), with respect to
the shares of Series A Preferred Stock directly owned by it;
	(vi)	Sirios Europe Focus
Partners, L.P., a Cayman Islands exempted limited partnership (“SEFP”), with
respect to the shares of Series A Preferred Stock directly owned by it;
	(vii)	Vitruvius SICAV, a Société
d’Investissement à Capital Variable organized under the laws of Luxembourg
(“VS”), with respect to the shares of Series A Preferred Stock directly owned
by it;
	(viii)	Sirios Capital Management,
L.P., a Delaware limited partnership (“SCM”), which serves as investment
manager to SCP I, SCP II, SQP, SOF, SFP, SEFP, and VS with respect to the
shares of Series A Preferred Stock directly owned by SCP I, SCP II, SQP, SOF,
SFP, SEFP, and VS;
	(ix)	Sirios Associates, L.L.C.,
a Delaware limited liability company (“SA”), which is the general partner of
SCM, with respect to the shares of
Series A Preferred Stock directly owned by SCP I, SCP II, SQP, SOF,
SFP, SEFP, and VS; and
	(x)	John F. Brennan, Jr., the
sole managing member of SA, with respect to the shares of Series A Preferred Stock directly owned by
SCP I, SCP II, SQP, SOF, SFP, SEFP, and VS.
The foregoing persons are hereinafter sometimes collectively referred
to as the “Reporting Persons.” Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after
making inquiry to the appropriate party.

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| | (b) — (c) | Address of Principal
Business Office or, if none, Residence: The address of the business office of SCP I, SCP II, SCM, SA, and Mr. Brennan
is One International Place, Boston, Massachusetts 02110-2649. The address of the registered office of
SQP, SOF, SFP, and SEFP is c/o Goldman Sachs Administrative Services,
Gardenia Court, Suite 3307, 45 Market Street, Camana Bay, PO Box 896,
KY1•1103, Cayman Islands. The address
of the registered office of VS is 11 rue Aldringen, L-1118 Luxembourg. — Citizenship: SCP I, SCP II, and SCM are limited partnerships organized under the laws of
the State of Delaware. SQP, SFP, and
SEFP are exempted limited partnerships organized under the laws of the Cayman
Islands. SOF is a company organized
under the laws of the Cayman Islands.
VS is a “Société d’Investissement à Capital Variable” organized under
the laws of Luxembourg. SA is a
limited liability company organized under the laws of the State of
Delaware. Mr. Brennan is a United
States citizen. | |
| --- | --- | --- | --- |
| | (d) | Title of Class of
Securities: 7.750% Non-Cumulative Perpetual Convertible Preferred Stock, Series A (the
“Series A Preferred Stock”) | |
| | (e) | CUSIP Number: 493267405 | |
| Item 3. | If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a: | | |
| | (a) | o | Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) | o | Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | o | Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | o | Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8). |
| | (e) | o | An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| | (i) | o | A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | (j) | o | A non-U.S. institution in
accordance with § 240.13d-1(b)(1)(ii)(J); |
| | (k) | o | Group, in accordance with
§ 240.13d-1(b)(1)(ii)(K). If filing as
a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please
specify the type of institution: _______ |

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Item 4.
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
As of May 14, 2009, the
Reporting Persons may be deemed to beneficially own 5.88% of the outstanding
7.750% Non-Cumulative Perpetual Convertible Preferred Stock, Series A
(“Series A Preferred Stock”) of the Company.
The percentages used herein are calculated based upon the 6,575,000
Series A Preferred Stock issued and outstanding, as reflected in the
Company’s Form 10-K for the fiscal year ended December 31, 2008, as filed on
February 27, 2009.
(a)	Amount beneficially
owned: A. Sirios Capital Partners, L.P.: 13,804 B. Sirios Capital Partners II, L.P.: 70,973 C. Sirios/QP Partners, L.P.: 137,030 D. Sirios Overseas Fund, Ltd.: 108,812 E. Sirios Focus Partners, L.P.: 30,236 F. Sirios Europe Focus Partners, L.P.: 1,147 G. Vitruvius SICAV: 24,731 H. Sirios Capital Management, L.P.: 386,733 I. Sirios Associates, L.L.C.: 386,733 J. John F. Brennan, Jr.: 386,733
(b)	Percent of class: A. Sirios Capital Partners, L.P.: 0.21% B. Sirios Capital Partners II, L.P.: 1.08% C. Sirios/QP Partners, L.P.: 2.08% D. Sirios Overseas Fund, Ltd.: 1.66% E. Sirios Focus Partners, L.P.: 0.46% F. Sirios Europe Focus Partners, L.P.: 0.02% G. Vitruvius SICAV: 0.38% H. Sirios Capital Management, L.P.: 5.88% I. Sirios
Associates, L.L.C.: 5.88% J. John
F. Brennan, Jr.: 5.88%
(c)	Number of shares as to
which the person has:
	(i)	Sole power to vote or to
direct the vote: A. Sirios Capital Partners, L.P.: - 0 - B. Sirios Capital Partners II, L.P.: - 0 - C. Sirios/QP Partners, L.P.: - 0 - D. Sirios Overseas Fund, Ltd.: - 0 - E. Sirios Focus Partners, L.P.: - 0 - F. Sirios Europe Focus Partners, L.P.: - 0 –

14

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	G. Vitruvius SICAV: - 0 - H. Sirios Capital Management, L.P.: - 0 - I. Sirios Associates, L.L.C.: - 0 - J. John F. Brennan, Jr.: - 0 -
(ii)	Shared power to vote or to
direct the vote: A. Sirios Capital Partners, L.P.: 13,804 B. Sirios Capital Partners II, L.P.: 70,973 C. Sirios/QP Partners, L.P.: 137,030 D. Sirios Overseas Fund, Ltd.: 108,812 E. Sirios Focus Partners, L.P.: 30,236 F. Sirios Europe Focus Partners, L.P.: 1,147 G. Vitruvius SICAV: 24,731 H. Sirios Capital Management, L.P.: 386,733 I. Sirios Associates, L.L.C.: 386,733 J. John F. Brennan, Jr.: 386,733
(iii)	Sole power to dispose or
to direct the disposition of: A. Sirios Capital Partners, L.P.: - 0 - B. Sirios Capital Partners II, L.P.: - 0 - C. Sirios/QP Partners, L.P.: - 0 - D. Sirios Overseas Fund, Ltd.: - 0 - E. Sirios Focus Partners, L.P.: - 0 - F. Sirios Europe Focus Partners, L.P.: - 0 - G. Vitruvius SICAV: - 0 - H. Sirios Capital Management, L.P.: - 0 - I. Sirios Associates, L.L.C.: - 0 - J. John F. Brennan, Jr.: - 0 -
(iv)	Shared power to dispose or
to direct the disposition of: A. Sirios Capital Partners, L.P.: 13,804 B. Sirios Capital Partners II, L.P.: 70,973 C. Sirios/QP Partners, L.P.: 137,030 D. Sirios Overseas Fund, Ltd.: 108,812 E. Sirios Focus Partners, L.P.: 30,236 F. Sirios Europe Focus Partners, L.P.: 1,147 G. Vitruvius SICAV: 24,731 H. Sirios Capital Management, L.P.: 386,733 I. Sirios Associates, L.L.C.: 386,733 J. John F. Brennan, Jr.: 386,733

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| Item 5. | Ownership of Five Percent or Less
of a Class. |
| --- | --- |
| If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following o . | |
| Item 6. | Ownership of More than Five Percent
on Behalf of Another Person. |
| Not applicable | |
| Item 7. | Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person. |
| Not applicable | |
| Item 8. | Identification and Classification
of Members of the Group. |
| Not applicable | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable | |
| Item 10. | Certification. |
| | Each of the Reporting
Persons hereby makes the following certification: By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect. |

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*SIGNATURE*

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED as a sealed instrument this 21st day of May, 2009.

| /s/ John F. Brennan, Jr. |
| --- |
| John F. Brennan, Jr., individually, and as sole
managing member of Sirios Associates, L.L.C., the general partner of Sirios
Capital Management, L.P., the investment manager of Sirios Capital Partners,
L.P., Sirios Capital Partners II, L.P., Sirios/QP Partners, L.P., Sirios
Overseas Fund, Ltd., Sirios Focus Partners, L.P., Sirios Europe Focus
Partners, L.P., and Vitruvius SICAV. |

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Exhibit 1

*AGREEMENT*

Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the 7.750% Non-Cumulative Perpetual Convertible Preferred Stock, Series A, of KeyCorp and that the Schedule 13G to which this Agreement is appended as Exhibit 1 is to be filed with the Securities and Exchange Commission on behalf of each of the undersigned on or about the date hereof.

EXECUTED as a sealed instrument this 21st day of May, 2009.

| /s/ John F.
Brennan, Jr. |
| --- |
| John F. Brennan, Jr.,
individually, and as sole managing member of Sirios Associates, L.L.C., the
general partner of Sirios Capital Management, L.P., the investment manager of
Sirios Capital Partners, L.P., Sirios Capital Partners II, L.P., Sirios/QP
Partners, L.P., Sirios Overseas Fund, Ltd., Sirios Focus Partners, L.P.,
Sirios Europe Focus Partners, L.P., and Vitruvius SICAV. |

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