Keybank N.A./OH – ‘SC 13G/A’ on 1/7/22 re: Flexshares Trust

On:  Friday, 1/7/22, at 12:56pm ET   ·   Accession #:  1089877-22-4   ·   File #:  5-88385

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Amendment to Statement of Acquisition of Beneficial Ownership by a “Passive” Investor   —   Schedule 13G   —   WA’68

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Flexshares 2021                                        6±    19K 


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

SCHEDULE 13G                                                                    
Under the Securities Exchange Act of 1934                                       
(Amendment No. 2)*                                                              

FlexShares Trust                                                                
(Name of Issuer)                                                                

Common Stock                                                                    
(Title of Class of Securities)                                                  

33939L837                                                                       
(CUSIP Number)                                                                  

December 31, 2021                                                               
(Date of Event Which Requires Filing of this Statement)                         

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

[X]                                                                             
Rule 13d-1(b)                                                                   
[   ]                                                                           
Rule 13d-1(c)                                                                   
[   ]                                                                           
Rule 13d-1(d)                                                                   

*The remainder of this cover page shall be filled out for a reporting 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 ("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).                                                   

CUSIP No:  33939L837                                                            

1.                                                                              
Names of Reporting Persons.                                                     
I.R.S. Identification Nos. of above persons (entities only).                    

KeyCorp                                                                         
I.R.S. Employer Identification No. 34-6542451                                   

2.                                                                              
Check the Appropriate Box if a Member of a Group (See Instructions)             

(a)                                                                             
Not Applicable                                                                  

(b)                                                                             
Not Applicable                                                                  

3.                                                                              
SEC Use Only                                                                    
.......................................................................         

4.                                                                              
Citizenship or Place of Organization                                            

State of Ohio                                                                   

Number of                                                                       
Shares                                                                          
Beneficially                                                                    
Owned by                                                                        
Each Reporting                                                                  
Person With                                                                     

5.                                                                              
Sole Voting Power                                                               

2,405,546                                                                       

6.                                                                              
Shared Voting Power                                                             

31,265                                                                          

7.                                                                              
Sole Dispositive Power                                                          

2,265,425                                                                       

8.                                                                              
Shared Dispositive Power                                                        

177,526                                                                         

9.                                                                              
Aggregate Amount Beneficially Owned by Each Reporting Person                    

2,443,464                                                                       

10.                                                                             
Check if the Aggregate Amount in Row (9) Excludes Certain Shares                
(See Instructions)                                                              

Not Applicable                                                                  

11.                                                                             
Percent of Class Represented by Amount in Row (9)                               

10.01%                                                                          

12.                                                                             
Type of Reporting Person (See Instructions)                                     

HC                                                                              

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

SCHEDULE 13G                                                                    
Under the Securities Exchange Act of 1934                                       
(Amendment No. 2)*                                                              

Item 1.                                                                         

(a)                                                                             
Name of Issuer                                                                  

FlexShares Trust                                                                

(b)                                                                             
Address of Issuer's Principal Executive Offices                                 

50 S. Lasalle Street                                                            
Chicago, IL 60603                                                               

Item 2.                                                                         

(a)                                                                             
Name of Person Filing                                                           

KeyCorp                                                                         

(b)                                                                             
Address of Principal Business Office or, if none, Residence                     

127 Public Square                                                               
Cleveland, OH  44144-1306                                                       

(c)                                                                             
Citizenship                                                                     

United States, State of Ohio                                                    

(d)                                                                             
Title of Class of Securities                                                    

Common Stock                                                                    

(e)                                                                             
CUSIP Number                                                                    

33939L837                                                                       

Item 3.                                                                         
If this statement is filed pursuant to sections 240.13d-1(b) or                 
240.13d-2(b) or (c), check whether the person filing is a:                      

(g)                                                                             
[ X]                                                                            
A parent holding company or control person in                                   
accordance with section 240.13d-1(b)(1)(ii)(G);                                 

Item 4.                                                                         
Ownership.                                                                      
Provide the following information regarding the aggregate number and            
percentage of the class of securities of the issuer identified in Item 1.       

(a)                                                                             
Amount beneficially owned:  2,443,464                                           

(b)                                                                             
Percent of class:  10.01%                                                       

(c)                                                                             
Number of shares as to which the person has:                                    

(i)                                                                             
Sole power to vote or to direct the vote                                        

2,405,546                                                                       

(ii)                                                                            
Shared power to vote or to direct the vote                                      

31,265                                                                          

(iii)                                                                           
Sole power to dispose or to direct the disposition of                           

2,265,425                                                                       

(iv)                                                                            
Shared power to dispose or to direct the disposition of                         

177,526                                                                         

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 [ ].               

Not Applicable                                                                  

Item 6.                                                                         
Ownership of More than Five Percent on Behalf of Another Person.                
If any other person is known to have the right to receive or the power to       
direct the receipt of dividends from, or the proceeds from the sale of, such    
securities, a statement to that effect should be included in response to this   
item and, if such interest relates to more than five percent of the class, such 
person should be identified. A listing of the shareholders of an investment     
company registered under the Investment Company Act of 1940 or the              
beneficiaries of employee benefit plan, pension fund or endowment fund is not   
required.                                                                       

Not Applicable                                                                  

Item 7.                                                                         
Identification and Classification of the Subsidiary Which Acquired the Security 
Being Reported on By the Parent Holding Company                                 
If a parent holding company has filed this schedule, pursuant to                
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating 
the identity and the Item 3 classification of the relevant subsidiary. If a     
parent holding company has filed this schedule pursuant to Rule 13d-1(c)        
or Rule 13d-1(d), attach an exhibit stating the identification of the relevant  
subsidiary.                                                                     

Identification: KeyBank National Association                                    
Classification:  (B) Banks as defined by Section 3 (A) (6) of the act           

Item 8.                                                                         
Identification and Classification of Members of the Group                       
If a group has filed this schedule pursuant to section 240.13d-1(b)(1)(ii)(J),  
so indicate under Item 3(j) and attach an exhibit stating the identity and      
Item 3 classification of each member of the group. If a group has filed this    
schedule pursuant to section 240.13d-1(c) or section 240.13d-1(d), attach       
an exhibit stating the identity of each member of the group.                    

Not Applicable                                                                  

Item 9.                                                                         
Notice of Dissolution of Group                                                  
Notice of dissolution of a group may be furnished as an exhibit stating the     
date of the dissolution and that all further filings with respect to            
transactions in the security reported on will be filed, if required, by         
members of the group, in their individual capacity. See Item 5.                 

Not Applicable                                                                  

Item 10.                                                                        
Certification                                                                   

(b)                                                                             
The following certification shall be included if the statement is filed pursuant
to section 240.13d-1(c):                                                        
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 my knowledge and belief, I certify  
that the information set forth in this statement is true, complete and correct. 

January 7, 2022                                                                 
Date                                                                            

/s/ Diane Riley                                                                 
Signature                                                                       

Diane Riley, Vice President                                                     
Name/Title                                                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing		Date		Other Filings
Filed on:		1/7/22		N-CSR,  SC 13G/A
		12/31/21		13F-HR,  ABS-15G
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