SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Loehlein Martin

(Last)

(First)

(Middle)

777 MARINERS ISLAND BLVD.

SUITE 300

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Managing Director Keynote SIGO

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2011

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								5,070	D
Common Stock	01/31/2011		A		1,513⁽¹⁾	A	$7.79	6,583	D
Common Stock	02/01/2011		S		1,500⁽¹⁾	D	$17.53	5,083	D
Common Stock	01/31/2011		M		70,000	A	$10.76	75,083	D
Common Stock	01/31/2011		S		70,000⁽²⁾	D	$17.53	5,083	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Purchase)	$11	01/31/2011⁽³⁾		M			30,000	10/04/2008⁽⁴⁾	04/04/2016	Common Stock	30,000	$0.00	0	D
Employee Stock Option (Right to Purchase)	$10.31	01/31/2011⁽⁵⁾		M			15,000	07/01/2010	07/01/2016	Common Stock	15,000	$0.00	0	D
Employee Stock Option (Right to Purchase)	$10.73	01/31/2011⁽³⁾		M			25,000	01/08/2011	01/08/2017	Common Stock	25,000	$0.00	0	D
Employee Stock Option (Right to Purchase)	$11.61							04/28/2012⁽⁶⁾	04/28/2018	Common Stock	12,500		12,500	D
Restricted Stock Units	$0.00⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	15,000		15,000	D

Explanation of Responses:

1. Shares were purchased through a qualified ESPP.

2. Options were exercised on 01/31/2011 for 70,000 shares.

3. Employee stock Option exercised on 01/31/2011 at an exercise price of $17.53

4. Option vested as to 25,000 shares on 10/4/2008. 1/30 of the remaining 15,000 shares will vest each month after 10/4/2008.

5. Employee stock options exercise on 01/31/2011 at an exercise price of $17.53

6. Option will vest 100% on 04/28/2012.

7. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

8. The restricted stock units will fully vest on 10/01/2013.

Remarks:

	/s/ Martin Loehlein	02/02/2011
	** 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 4 (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).
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