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^*

Khadloya Krishna

(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)
	Vice President of Engineering

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2010

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	11/16/2010		M		2,700	A	$10.95	15,317	D
Common Stock	11/16/2010		S		2,700⁽¹⁾	D	$12.54	12,617	D
Common Stock	11/17/2010		M		2,300	A	$10.95	14,917	D
Common Stock	11/17/2010		S		2,300⁽¹⁾	D	$12.5	12,617	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)
Restricted Stock Units	$0.00⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	12,500		12,500	D
Employee Stock Option (Right to Purchase)	$11							04/04/2007⁽⁴⁾	04/04/2016	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Purchase)	$10.95	11/16/2010⁽⁵⁾		M			5,000	07/01/2002⁽¹⁾	07/01/2011	Common Stock	40,000	$0.00⁽⁶⁾	30,000	D
Employee Stock Option (Right to Purchase)	$7.52							11/12/2002	11/12/2011	Common Stock	15,000		15,000	D
Employee Stock Option (Right to Purchase)	$7.27							07/01/2003	07/01/2012	Common Stock	12,500		12,500	D
Employee Stock Option (Right to Purchase)	$10.73							07/18/2004	07/18/2013	Common Stock	10,000		10,000	D
Employee Stock Option (Right to Purchase)	$13.01							07/16/2005⁽⁴⁾	07/16/2014	Common Stock	15,000		15,000	D
Employee Stock Option (Right to Purchase)	$11.98							07/01/2006⁽⁴⁾	07/01/2015	Common Stock	15,000		15,000	D
Employee Stock Option (Right to Purchase)	$12.76							11/16/2005⁽⁴⁾	11/16/2014	Common Stock	40,000		40,000	D
Employee Stock Option (Right to Purchase)	$13.43							08/03/2008⁽⁴⁾	08/03/2017	Common Stock	20,000		20,000	D
Employee Stock Option (Right to Purchase)	$12.65							07/07/2009⁽⁴⁾	07/06/2018	Common Stock	20,000		20,000	D

Explanation of Responses:

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

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

3. The restricted stock units will fully vest three years from the date of grant.

4. Option is exercisable as to (i)25% of the total shares as of this first anniversary date and (ii)2.083% of the total number of shares each month thereafter.

5. Employee stock options of 2700 and 2300 were exercised on 11/16/2010 and 11/17/2010, respectively.

6. Employee stock option exericse on 11-05-2010 at an exercise price $10.95.

Remarks:

	/s/ Krishna Khadloya by Eric Wurzburger	11/18/2010
	** 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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