-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RxsfObdPl+FyaQOu9X+HsGu5e3TuyJutyGUBAu1myW9XZx1ReLffvJOEKBaWa16k RUQ/1t/ymhckzvEpc0DPDA== 0001140361-11-009386.txt : 20110214 0001140361-11-009386.hdr.sgml : 20110214 20110214191523 ACCESSION NUMBER: 0001140361-11-009386 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: GEF MANAGEMENT CORPORATION GROUP MEMBERS: GLOBAL ENVIRONMENT CAPITAL COMPANY, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEYW HOLDING CORP CENTRAL INDEX KEY: 0001487101 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 271594952 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85881 FILM NUMBER: 11610656 BUSINESS ADDRESS: STREET 1: 1334 ASHTON ROAD, SUITE A CITY: HANOVER STATE: MD ZIP: 21076 BUSINESS PHONE: 443-270-5300 MAIL ADDRESS: STREET 1: 1334 ASHTON ROAD, SUITE A CITY: HANOVER STATE: MD ZIP: 21076 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEF Capital Co Holdings LLC CENTRAL INDEX KEY: 0001502107 IRS NUMBER: 263210157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5471 WISCONSIN AVENUE STREET 2: SUITE 300 CITY: CHEVY CHASE STATE: MD ZIP: 20815 BUSINESS PHONE: 240-482-8900 MAIL ADDRESS: STREET 1: 5471 WISCONSIN AVENUE STREET 2: SUITE 300 CITY: CHEVY CHASE STATE: MD ZIP: 20815 SC 13G 1 formsc13g.htm GEF CAPITAL CO HOLDINGS LLC SC 13G 12-31-2010 formsc13g.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. ___)*

The KEYW Holding Corporation
 (Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)
 
 
493723100
(CUSIP Number)

December 31, 2010
(Date of Event which Requires filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

SCHEDULE 13G
Page 2 of 7
 
 
CUSIP No. 493723100

1
NAMES OF REPORTING PERSONS
 
GEF MANAGEMENT CORPORATION
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
(b) o
3
SEC USE ONLY
 
  
4
CITIZEN OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,488,638 (1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,488,638 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,488,638 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not Applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9% (2)
12
TYPE OF REPORTING PERSON
 
CO

(1)
Consists of (i) 2,488,638 shares of common stock, par value $0.001 (the “Shares”) held by GEF Capital Company Holdings, LLC, of which 829,546 represent presently exercisable rights to acquire common stock through warrants.

(2)
The percentage is based on 25,239,140 Shares outstanding as of October 31, 2010.

 
 
 

SCHEDULE 13G
Page 3 of 7

 
CUSIP No. 493723100

1
NAMES OF REPORTING PERSONS
 
GLOBAL ENVIRONMENT CAPITAL COMPANY, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
 
  
4
CITIZEN OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,488,638 (1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,488,638 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,488,638 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not Applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9% (2)
12
TYPE OF REPORTING PERSON
 
OO (Limited Liability Company)

(1)
Consists of (i) 2,488,638 Shares held by GEF Capital Company Holdings, LLC, of which 829,546 represent presently exercisable rights to acquire common stock through warrants.

(2)
The percentage is based on 25,239,140 Shares outstanding as of October 31, 2010.

 
 
 
 
SCHEDULE 13G
Page 4 of 7

 
CUSIP No. 493723100

1
NAMES OF REPORTING PERSONS
 
GEF CAPITAL COMPANY HOLDINGS, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
3
SEC USE ONLY
 
  
4
CITIZEN OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,488,638 (1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,488,638 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,488,638 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
Not Applicable
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9% (2)
12
TYPE OF REPORTING PERSON
 
OO (Limited Liability Company)

(1)
Includes 829,546 presently exercisable rights to acquire common stock through warrants.

(2)
The percentage is based on 25,239,140 Shares outstanding as of October 31, 2010.

 
 
 

SCHEDULE 13G
Page 5 of 7
 
  
ITEM 1.

 
(a)
Name of Issuer:

The KEYW Holding Corporation

 
(b)
Address of Issuer’s Principal Executive Offices:

1334 Ashton Road, Suite A
Hanover, Maryland 21076

ITEM 2.

 
(a)
Name of Person Filing:

GEF Management Corporation
Global Environment Capital Company, LLC
GEF Capital Company Holdings, LLC

 
(b)
Address of Principal Business Office:

c/o Global Environment Fund,
5471 Wisconsin Avenue, Suite 300
Chevy Chase, MD 20815

 
(c)
Citizenship of each Reporting Person is:

GEF Management Corporation is a Delaware corporation.  Each of Global Environment Capital Company, LLC and GEF Capital Company Holdings, LLC is a Delaware limited liability company.

 
(d)
Title of Class of Securities:

Common Stock, $0.001 par value per share

 
(e)
CUSIP Number:

493723100

ITEM 3.

Not applicable.

ITEM 4.
Ownership

Ownership (a-c)

 
 
 

SCHEDULE 13G
Page 6 of 7


 
Reporting Person
 
Amount beneficially owned:
 
Percent of class:
 
Sole power to vote or direct the vote:
 
Shared power to vote or to direct the vote:
 
Sole power to dispose or to direct the disposition of:
 
Shared power to dispose or to direct the disposition of:
 
GEF Management Corporation
 
2,488,638
 
9.9%
 
0
 
2,488,638
 
0
 
2,488,638
 
Global Environment Capital Company, LLC
 
2,488,638
 
9.9%
 
0
 
2,488,638
 
0
 
2,488,638
 
GEF Capital Company Holdings, LLC
 
2,488,638
 
9.9%
 
0
 
2,488,638
 
0
 
2,488,638

GEF Capital Company Holdings, LLC is the record holder of 2,488,638 Shares, of which 829,546 represent presently exercisable rights to acquire common stock through warrants.

ITEM 5.
Ownership of Five Percent or Less of a Class

Not applicable.

ITEM 6.
Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

ITEM 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

ITEM 8.
Identification and Classification of Members of the Group

Not applicable.

ITEM 9.
Notice of Dissolution of Group

Not applicable.

ITEM 10.
Certification

Not applicable.

 
 
 

SCHEDULE 13G
Page 7 of 7

 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:       February 11, 2011


 
GEF Management Corporation
  
       
 
By:
/s/  H. Jeffrey Leonard
  
   
Name:  H. Jeffrey Leonard
  
   
Title:  President & CEO
 
       
       
 
Global Environment Capital Company, LLC
  
       
 
By:
GEF Management Corporation,
  
   
as its managing member
  
       
 
By:
/s/  H. Jeffrey Leonard
  
   
Name:  H. Jeffrey Leonard
  
   
Title:  Authorized Signatory
  
       
       
 
GEF Capital Company Holdings, LLC
  
       
 
By:
Global Environment Capital Company, LLC,
  
   
as its managing member
  
       
 
By:
GEF Management Corporation,
  
   
as its managing member
  
       
 
By:
/s/  H. Jeffrey Leonard
  
   
Name:  H. Jeffrey Leonard
  
   
Title:  Authorized Signatory
  

 
 
 

Exhibit A

JOINT FILING AGREEMENT

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them, par value $0.001 per share, of The KEYW Holding Corporation, a Maryland corporation. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 11th day of  February, 2011.

 
GEF Management Corporation
  
       
 
By:
/s/  H. Jeffrey Leonard
  
   
Name:  H. Jeffrey Leonard
  
   
Title:  President & CEO
 
       
       
 
Global Environment Capital Company, LLC
  
       
 
By:
GEF Management Corporation,
  
   
as its managing member
  
       
 
By:
/s/  H. Jeffrey Leonard
  
   
Name:  H. Jeffrey Leonard
  
   
Title:  Authorized Signatory
  
       
       
 
GEF Capital Company Holdings, LLC
  
       
 
By:
Global Environment Capital Company, LLC,
  
   
as its managing member
  
       
 
By:
GEF Management Corporation,
  
   
as its managing member
  
       
 
By:
/s/  H. Jeffrey Leonard
  
   
Name:  H. Jeffrey Leonard
  
   
Title:  Authorized Signatory
  
 
 
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