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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Empire Capital Management, L.L.C. (Last) (First) (Middle) 1 GORHAM ISLAND SUITE 201 (Street) WESTPORT CT 06880 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/19/2011
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/13/2011		X		11,800	A	$22.5	1,791,200	I	See footnotes(1)(2)(3)(4)
Common Stock	12/16/2011		X		168,200	A	$22.5	1,959,400	I	See footnotes(1)(2)(3)(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option (obligation to sell)	$22.5	11/19/2011		E			960	11/10/2011	11/19/2011	Common Stock	96,000	$0.00	0	I	See footnotes(1)(2)(3)(4)
Put Option (obligation to buy)	$17.5	11/25/2011		S			500	11/25/2011	01/21/2012	Common Stock	50,000	$2.091	500	I	See footnotes(1)(2)(3)(4)
Put Option (obligation to buy)	$15	11/25/2011		S			200	11/25/2011	01/21/2012	Common Stock	20,000	$0.9	200	I	See footnotes(1)(2)(3)(4)
Put Option (obligation to buy)	$22.5	12/13/2011		X			118	10/19/2011	12/17/2011	Common Stock	11,800	$0.00	1,682	I	See footnotes(1)(2)(3)(4)
Put Option (obligation to buy)	$22.5	12/16/2011		X			1,682	10/19/2011	12/17/2011	Common Stock	168,200	$0.00	0	I	See footnotes(1)(2)(3)(4)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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 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.

2. 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 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 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, as 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
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