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
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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)
10/19/2011
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)
11/22/2011
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)
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
Put Option (obligation to buy) (1) 10/19/2011 12/17/2011 Common Stock 180,000 22.5 I See footnotes (2) (3) (4) (5)
Call Option (obligation to sell) (1) 11/10/2011 11/19/2011 Common Stock 96,000 22.5 I See footnotes (2) (3) (4) (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)
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)
1. Name and Address of Reporting Person*
Empire GP, LLC

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

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Empire Capital Partners, L.P.

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

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
Explanation of Responses:
1. These Options were inadvertently omitted from the Reporting Persons' original Form 3.
2. 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 the Empire Funds and the Charter Oak Funds which are discretionally managed by Empire Management, (ii) Empire Capital Partners, LP ("Empire Onshore"), with respect to the shares of Common Stock held directly by it, (iii) Empire GP, LLC ("Empire GP") with respect to the shares of Common Stock held directly by Empire Onshore, (iv) Mr. Scott A. Fine ("Mr. Fine), with respect to the shares of Common Stock held by Empire Management and Empire Onshore (iii) Mr. Peter J. Richards ("Mr. Richards") with respect to the shares of Common Stock held by Empire Management and Empire Onshore.
3. Empire Management serves as the Investment Manager to and has investment discretion over the securities held by the Empire Funds and the Charter Oak Funds. Mr. Fine and Mr. Richards are the only Managing Members of Empire Management.
4. 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.
5. 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 and as Managing Member of Empire Capital Management LLC & Managing Partner of Empire GP LLC /s/ Peter J. Richards, individually and as Managing Member of Empire Capital Management LLC & Managing Partner of Empire GP LLC 12/20/2011
Scott A. Fine 12/20/2011
Peter J. Richards 12/20/2011
Scott A. Fine & Peter J. Richards, Managing Partners 12/20/2011
Scott A. Fine & Peter J. Richards, as Managing Partners of Empire GP, LLC 12/20/2011
** 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).
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