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)
05/03/2012
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, $0.001 par value 05/03/2012 P 175,600 A $15.91 2,135,000 I See footnotes (1) (2) (3) (4) (5)
Common Stock, $0.001 par value 05/03/2012 P 420,000 A $15 2,555,000 I See footnotes (1) (2) (3) (4) (5)
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
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*
Empire Capital Partners Enhanced, Ltd.

(Last) (First) (Middle)
C/O HSBC TRUSTEE (CAYMAN) LIMITED
68 WEST BAY ROAD, P.O. BOX 484

(Street)
GRAND CAYMAN E9 KY1-1106

(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*
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 Capital Partners, L.P.

(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 Enhanced, 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 Empire Capital Partners, LP (Empire Onshore), Empire Capital Partners, LTD (Empire Offshore), Empire Capital Partners Enhanced Master Fund, LTD (Empire Enhanced Master, and together, the Empire Investment Funds) and Charter Oak Partners LP, Charter Oak Partners II LP and Charter Oak Master Fund Ltd (together, the Empire Sub-Advised Funds).
2. (ii) Empire Onshore with respect to the shares of Common Stock directly held by it; (iii) Empire Enhanced Master with respect to the shares held directly by Empire Capital Partners Enhanced LP (Enhanced Onshore feeder) and Empire Capital Partners Enhanced LTD (Enhanced Offshore feeder); (iv) Empire GP LLC with respect to the shares of Common Stock directly held by Empire Onshore and Enhanced Onshore; (v) Mr. Scott A. Fine ("Mr. Fine") with respect to the shares of Common Stock directly held by Empire Management, Empire Onshore and Enhanced Onshore and (vi) Mr. Peter J. Richards ("Mr. Richards") with respect to the shares of Common Stock directly held by Empire Management, Empire Onshore and Enhanced Onshore.
3. Empire Management serves as the Investment Manager to, and has investment discretion over the securities held by, the Empire Investment Funds and the Empire Sub-Advised Funds. Empire GP LLC serves as General Partner to Empire Onshore and Enhanced Onshore. Empire GP has retained Empire Management to serve as Investment Manager to Empire Onshore and Enhanced Onshore. Mr. Fine and Mr. Richards are the only Managing Members of the Empire Management and the only two Managing Partners of Empire GP LLC.
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.
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.
Remarks:
/s/ Scott A. Fine and Peter J. Richards, indiviudally & as Managing Members of Empire Capital Management, LLC and Managing Partners of Empire GP LLC 05/04/2012
Scott A. Fine & Peter J. Richards, as Managing Partners of Empire Capital Management LLC, its investment manager 05/04/2012
Scott A. Fine & Peter J. Richards, as Managing Partners 05/04/2012
Scott A. Fine 05/04/2012
Peter J. Richards 05/04/2012
Scott A. Fine & Peter J. Richards, as Managing Partners of Empire GP LLC, its general partner 05/04/2012
Scott A. Fine & Peter J. Richards, as Managing Partners of Empire GP LLC, its general partner 05/04/2012
** Signature of Reporting Person Date
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