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*
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)
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. 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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