0001140361-13-034080.txt : 20130823 0001140361-13-034080.hdr.sgml : 20130823 20130823211321 ACCESSION NUMBER: 0001140361-13-034080 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130822 FILED AS OF DATE: 20130823 DATE AS OF CHANGE: 20130823 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KEYNOTE SYSTEMS INC CENTRAL INDEX KEY: 0001032761 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943226488 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD. CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 650-403-2400 MAIL ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD. CITY: SAN MATEO STATE: CA ZIP: 94404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Giannitsis John CENTRAL INDEX KEY: 0001568299 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27241 FILM NUMBER: 131058667 MAIL ADDRESS: STREET 1: 777 MARINERS ISLAND BOULEVARD CITY: SAN MATEO STATE: CA ZIP: 94404 4 1 doc1.xml FORM 4 X0306 4 2013-08-22 1 0001032761 KEYNOTE SYSTEMS INC KEYN 0001568299 Giannitsis John C/O KEYNOTE SYSTEMS, INC. 777 MARINERS ISLAND BOULEVARD SAN MATEO CA 94404 0 1 0 0 Vice President, Sales Americas Common Stock 2013-08-22 4 D 0 858 20 D 0 D Restricted Stock Units 0 2013-08-22 4 D 0 5000 20 D Common Stock 5000 0 D Restricted Stock Units 0 2013-08-22 4 D 0 5000 20 D Common Stock 5000 0 D Restricted Stock Units 0 2013-08-22 4 D 0 5000 20 D Common Stock 5000 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 23, 2013, by and between the Issuer, Hawaii Merger Corp., a Delaware corporation ("Merger Sub"), and Hawaii Parent Corp., a Delaware corporation ("Parent"), pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). Parent is a company that is wholly-owned by affiliates of Thoma Bravo, LLC. These shares were purchased through the Issuer's qualified Employee Stock Purchase Plan on July 31, 2013. The restricted stock unit award became fully vested and was cancelled in the Merger and converted into the right to receive an amount in cash of $20.00 per restricted stock unit. Exhibit List - Exhibit 24 - Power of Attorney /s/ John Giannitsis by Curtis Smith, Attorney-in-Fact 2013-08-23 EX-24 2 poa1.htm POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Curtis Smith and Allison Cooper of Fenwick & West LLP, and each of them, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a representative of Keynote Systems, Inc. ("Company"), any and all Form 3, 4 or 5 reports required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the rules thereunder with respect to transactions in securities of Keynote Systems, Inc.; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 report and timely file such report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 17th day of August, 2013. /s/ JOHN GIANNITSIS, John Giannitsis