KEYCORP /NEW/ — Major Shareholding Notification 2010

Feb 12, 2010

SC 13G/A 1 a10-3450_2sc13ga.htm SC 13G/A

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

*SCHEDULE 13G*

*(Rule 13d-102)*

*Under the Securities Exchange Act of 1934*

*(Amendment No. 1)(1)*

*KeyCorp*

(Name of Issuer)

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

(Title of Class of Securities)

*493267405*

(CUSIP Number)

*December 31, 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 15,113 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 15,113 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 15,113 shares | |
| 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) 0.52% | |
| 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 77,536 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 77,536 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 77,536 shares | |
| 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) 2.67% | |
| 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 149,415 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 149,415 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 149,415 shares | |
| 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) 5.14% | |
| 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 102,470 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 102,470 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 102,470 shares | |
| 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) 3.53% | |
| 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 23,216 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 23,216 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 23,216 shares | |
| 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) 0.80% | |
| 12. | Type of Reporting Person
(See Instructions) PN | |

6

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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 - 0 - |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power - 0 - |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person - 0 - | |
| 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) 0.00% | |
| 12. | Type of Reporting Person
(See Instructions) OO | |

7

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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 367,750 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 367,750 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 367,750 shares | |
| 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) 12.66% | |
| 12. | Type of Reporting Person
(See Instructions) IA, PN | |

8

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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 367,750 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 367,750 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 367,750 shares | |
| 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) 12.66% | |
| 12. | Type of Reporting Person
(See Instructions) OO | |

9

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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 367,750 |
| | 7. | Sole Dispositive Power - 0 - |
| | 8. | Shared Dispositive Power 367,750 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 367,750 shares | |
| 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) 12.66% | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

10

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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) 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; (vii) Sirios
Capital Management, L.P., a Delaware limited partnership (“SCM”), which
serves as investment manager to SCP I, SCP II, SQP, SOF, SFP, and VS with
respect to the shares of Series A Preferred Stock directly owned by SCP
I, SCP II, SQP, SOF, SFP, and VS; (viii) 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, and VS; and (ix) 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, 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, and SFP 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 and SFP 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 December 31, 2009,
the Reporting Persons may be deemed to beneficially own 12.66% 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 2,904,839 shares of Series A Preferred Stock issued and
outstanding, as reflected in the Company’s Form 10-Q for the fiscal quarter
ended September 30, 2009, as filed on November 6, 2009.
(a)	Amount beneficially owned: A. Sirios
Capital Partners, L.P.: 15,113 B. Sirios
Capital Partners II, L.P.: 77,536 C. Sirios/QP
Partners, L.P.: 149,415 D. Sirios
Overseas Fund, Ltd.: 102,470 E. Sirios Focus
Partners, L.P.: 23,216 F. Vitruvius
SICAV: - 0 - G. Sirios
Capital Management, L.P.: 367,750 H. Sirios
Associates, L.L.C.: 367,750 I. John F.
Brennan, Jr.: 367,750
(b)	Percent of class: A. Sirios
Capital Partners, L.P.: 0.52% B. Sirios
Capital Partners II, L.P.: 2.67% C. Sirios/QP
Partners, L.P.: 5.14% D. Sirios
Overseas Fund, Ltd.: 3.53% E. Sirios Focus
Partners, L.P.: 0.80% F. Vitruvius
SICAV: 0.00% G. Sirios
Capital Management, L.P.: 12.66% H. Sirios
Associates, L.L.C.: 12.66% I. John F.
Brennan, Jr.: 12.66%
(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. Vitruvius
SICAV: - 0 - G. Sirios
Capital Management, L.P.: - 0 - H. Sirios
Associates, L.L.C.: - 0 - I. John F.
Brennan, Jr.: - 0 -

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| | (iii) | Shared power to vote or to
direct the vote: A. Sirios
Capital Partners, L.P.: 15,113 B. Sirios
Capital Partners II, L.P.: 77,536 C. Sirios/QP
Partners, L.P.: 149,415 D. Sirios Overseas
Fund, Ltd.: 102,470 E. Sirios Focus
Partners, L.P.: 23,216 F. Vitruvius
SICAV: - 0 - G. Sirios
Capital Management, L.P.: 367,750 H. Sirios
Associates, L.L.C.: 367,750 I. John F.
Brennan, Jr.: 367,750 — 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. Vitruvius
SICAV: - 0 - G. Sirios
Capital Management, L.P.: - 0 - H. Sirios
Associates, L.L.C.: - 0 - I. John F.
Brennan, Jr.: - 0 - |
| --- | --- | --- |
| | (iv) | Shared power to dispose or
to direct the disposition of: A. Sirios
Capital Partners, L.P.: 15,113 B. Sirios
Capital Partners II, L.P.: 77,536 C. Sirios/QP
Partners, L.P.: 149,415 D. Sirios
Overseas Fund, Ltd.: 102,470 E. Sirios Focus
Partners, L.P.: 23,216 F. Vitruvius
SICAV: - 0 - G. Sirios
Capital Management, L.P.: 367,750 H. Sirios
Associates, L.L.C.: 367,750 I. John F.
Brennan, Jr.: 367,750 |
| 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 | | |

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| 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. | |

*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 31 st day of January, 2010.

| /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., 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 amended 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 31 st day of January, 2010.

| /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., and
Vitruvius SICAV. |

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