SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Empire Capital Management, L.L.C.

(Last) (First) (Middle)
1 GORHAM ISLAND
SUITE 201

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2011
3. Issuer Name and Ticker or Trading Symbol
KEYNOTE SYSTEMS INC [ KEYN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share 1,779,400 I See footnotes (1) (2) (3) (4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Empire Capital Management, L.L.C.

(Last) (First) (Middle)
1 GORHAM ISLAND
SUITE 201

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fine Scott A

(Last) (First) (Middle)
C/O EMPIRE CAPITAL MANAGEMENT LLC
1 GORHAM ISLAND, SUITE 201

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Richards Peter J

(Last) (First) (Middle)
C/O EMPIRE CAPITAL MANAGEMENT LLC
1 GORHAM ISLAND, SUITE 201

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
Explanation of Responses:
1. This statement is filed by (i) Empire Capital Management, LLC, a Delaware limited liability company, ("Empire Management") with respect to the shares of Common Stock directly held by certain funds to which Empire Management serves as investment manager; (ii) Mr. Scott A. Fine ("Mr. Fine"), with respect to the shares of Common Stock directly held by Empire Management and (iii) Mr. Peter J. Richards ("Mr. Richards") with respect to the shares of Common Stock directly held by Empire Management.
2. Mr. Fine and Mr. Richards are the only Managing Members of the Empire Management.
3. Mr. Fine disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities pursuant to Section 13 of the Act.
4. Mr. Richards disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities pursuant to Section 13 of the Act.
Remarks:
/s/ Scott A. Fine, individually & as Managing Member of Empire Capital Management LLC /s/ Peter J. Richards, individually & as Managing Member of Empire Capital Management LLC 11/22/2011
Scott A. Fine 11/22/2011
Peter J. Richards 11/22/2011
** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.