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^*

Kraatz Jeffrey

(Last)

(First)

(Middle)

777 MARINERS ISLAND BOULEVARD

(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)
	VP, Int'l Sales & Support

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2013

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	02/19/2013		M		12,379	A	$12.98	13,967	D
Common Stock	02/19/2013		S		12,379	D	$16.08	1,588	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							04/04/2007⁽¹⁾	04/04/2016	Common Stock	65,000		58,000	D
Employee Stock Option (Right to Purchase)	$12.98	02/19/2013⁽⁶⁾		M			12,379	09/01/2007⁽¹⁾	09/01/2015	Common Stock	40,000	$0.00	14,629	D
Employee Stock Option (Right to Purchase)	$12.65							07/07/2009⁽¹⁾	07/06/2018	Common Stock	20,000		16,900	D
Employee Stock Option (Right to Purchase)	$13.42							04/01/2008⁽¹⁾	04/01/2017	Common Stock	60,000		60,000	D
Restricted Stock Units	$0.00⁽²⁾							10/01/2013⁽³⁾	⁽³⁾	Common Stock	15,000		15,000	D
Restricted Stock Units	$0.00⁽²⁾							07/01/2015⁽⁴⁾	⁽⁴⁾	Common Stock	500		500	D
Restricted Stock Units	$0.00⁽²⁾							10/25/2016⁽⁵⁾	⁽⁵⁾	Common Stock	15,000		15,000	D

Explanation of Responses:

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

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

3. The restricted stock unit will fully vest on 10/01/2013.

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

5. The Restricted Stock Units will vest on October 25, 2016, subject to accelerated vesting upon achievement of performance targets for fiscal years 2012, 2013 and/or 2014. Upon achievement of the performance targets for a fiscal year, vesting of 5,000 Restricted Stock Units will be accelerated.

6. Options were exercised on 2/19/2013 for 12,379 shares at an exercise price of $12.98 per share.

Remarks:

	/s/ Jeffrey Kraatz	02/20/2013
	** 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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