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^*

Stokesberry Eric

(Last)

(First)

(Middle)

777 MARINERS ISLAND BLVD.

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2006

3. Issuer Name and Ticker or Trading Symbol
KEYNOTE SYSTEMS INC [ KEYN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President of Operations

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 Stock	29,169	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)
Employee Stock Options	02/26/1999⁽¹⁾	02/26/2009	Common Stock	12,500	$1.6	D
Employee Stock Options	06/28/1999⁽²⁾	06/28/2009	Common Stock	7,500	$8	D
Employee Stock Options	11/12/2001⁽³⁾	11/12/2011	Common Stock	8,000	$7.52	D
Employee Stock Options	06/16/2000⁽⁴⁾	06/16/2010	Common Stock	5,847	$7.52	D
Employee Stock Options	05/12/1998⁽⁵⁾	05/12/2008	Common Stock	4,153	$7.52	D
Employee Stock Options	09/08/2000⁽⁶⁾	09/08/2010	Common Stock	2,500	$7.52	D
Employee Stock Options	01/24/2001⁽⁷⁾	01/24/2011	Common Stock	20,000	$7.52	D
Employee Stock Options	07/01/2002⁽⁸⁾	07/01/2012	Common Stock	12,500	$7.27	D
Employee Stock Options	07/18/2003⁽⁹⁾	07/18/2013	Common Stock	10,000	$10.73	D
Employee Stock Options	07/16/2004⁽¹⁰⁾	07/16/2014	Common Stock	15,000	$13.01	D
Employee Stock Options	11/16/2004⁽¹¹⁾	11/16/2014	Common Stock	40,000	$12.76	D
Employee Stock Options	07/01/2005⁽¹²⁾	07/01/2015	Common Stock	15,000	$11.98	D

Explanation of Responses:

1. 3,125 shares vested 2/25/2000. 1/48 of total granted vested each month after 2/25/2000.

2. 1,875 shares vested 6/27/2000. 1/48 of total granted vested each month after 6/27/2000.

3. 2,000 shares vested 11/11/2002. 1/48 of total granted vested each month after 11/11/2002.

4. 1,461 shares vested 6/15/2001. 1/48 of total granted vested each month after 6/15/2001.

5. 1,038 shares vested 5/11/1999. 1/48 of total granted vested each month after 5/11/1999.

6. 625 shares vested 9/7/2001. 1/48 of total granted were vested each month after 9/7/2001.

7. 5,000 shares vested 1/23/2002. 1/48 of total granted vested each month after 1/23/2002.

8. 3,125 shares vested 6/30/2003. 1/48 of total granted will vest each month after 6/30/2003.

9. 2,500 shares vested 7/17/2004. 1/48 of total granted will vest each month after 7/17/2004.

10. 3,750 shares vested 7/15/2005. 1/48 of total granted will vest each month after 7/15/2005.

11. 10,000 shares vested 11/15/2005. 1/48 of total granted vested each month after 11/15/2005.

12. 3,750 shares will vest 6/30/2006. 1/48 of total granted will vest each month after 6/30/2006.

	Eric Stokesberry	04/07/2006
	** 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.