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^*

AOKI DONALD J

(Last)

(First)

(Middle)

777 MARINERS ISLAND BLVD.

(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)
	SVP, Professional Services

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2012

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								24,159⁽¹⁾	D
Common Stock	01/03/2012		M		5,213	A	$10.73	29,372	D
Common Stock	01/03/2012		S		5,213⁽²⁾	D	$20.68	24,159⁽¹⁾	D
Common Stock	01/03/2012		S		1,336⁽¹⁾⁽²⁾	D	$20.68	20,763⁽¹⁾⁽³⁾	D
Common Stock								952⁽⁴⁾	I	Via Trust
Common Stock								4,842⁽⁵⁾⁽⁶⁾	I	Via Trust

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)	$11.98							07/01/2006⁽⁷⁾	07/01/2015	Common Stock	30,000		30,000	D
Employee Stock Option (Right to Purchase)	$13.01							07/16/2005⁽⁷⁾	07/16/2014	Common Stock	25,000		25,000	D
Employee Stock Option (Right to Purchase)	$10.31							07/01/2007⁽⁷⁾	07/01/2016	Common Stock	25,000		25,000	D
Employee Stock Option (Right to Purchase)	$10.73	01/03/2012⁽⁸⁾		M			5,213	07/18/2004⁽⁷⁾	07/18/2013	Common Stock	40,000	$0.00	24,787	D
Employee Stock Option (Right to Purchase)	$12.76							11/16/2005⁽⁷⁾	11/16/2014	Common Stock	25,000		25,000	D
Employee Stock Option (Right to Purchase)	$12.65							07/07/2009⁽⁹⁾	07/06/2018	Common Stock	20,000		20,000	D
Restricted Stock Units	$0.00⁽¹⁰⁾							07/01/2012⁽¹¹⁾	⁽¹¹⁾	Common Stock	12,500		12,500	D
Restricted Stock Units	$0.00⁽¹⁰⁾							07/01/2015⁽¹²⁾	⁽¹²⁾	Common Stock	9,750		9,750	D

Explanation of Responses:

1. Shares were purchased through qualified ESPP.

2. Sale under an established 10b5-1 plan.

3. The share balance reflects 2,060 shares transferred out via gift on 12/15/2011.

4. Represents 952 shares held in the Aoki Family Trust. The Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the shares.

5. Represents 4,842 shares held by the Reporting Person as Trustee for trusts for each of his minor children. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the shares.

6. The share balance reflects 2,000 shares transferred in via gift on 12/15/2011.

7. Option is fully vested as of the filing of this Form 4.

8. Employee Stock Options of 5,213 shares were exercised on 01/03/2012 at an exercise price of $10.73 per share.

9. Option is exercisable as to (i)25% of the total shares as of 7/07/2009 and (ii)2.083% of the total number of shares each month thereafter.

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

11. The restricted stock units will fully vest on 7/01/2012.

12. The Restricted Stock Units will vest four years from the date of grant.

Remarks:

	/s/ Don Aoki	01/05/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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