| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KEYNOTE SYSTEMS INC [ KEYN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/25/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 3,334(1) | D | ||||||||
| Common Stock | 02/25/2011 | M | 6,172 | A | $9.3 | 9,506 | D | |||
| Common Stock | 02/25/2011 | S | 6,172(2) | D | $18.07 | 3,334 | D | |||
| Common Stock | 02/28/2011 | M | 4,300 | A | $9.3 | 7,634 | D | |||
| Common Stock | 02/28/2011 | S | 4,300(2) | D | $17.55 | 3,334 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | $0.00(3) | (4) | (4) | Common Stock | 15,000 | 15,000 | D | ||||||||
| Non-Employee Option Grant | $10.73 | 03/25/2004(5) | 07/18/2013 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Non-Employee Option Grant | $11.98 | 03/23/2006(5) | 07/01/2015 | Common Stock | 60,000 | 60,000 | D | ||||||||
| Non-Employee Option Grant | $11.68 | 09/30/2006(5) | 02/02/2016 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Non-Employee Option Grant | $10.97 | 02/27/2009(5) | 03/23/2016 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Non-Employee Option Grant | $9.3 | 02/25/2011(2) | M | 10,472 | 01/14/2003(5) | 01/14/2012 | Common Stock | 50,000 | $0.00 | 39,528 | D | ||||
| Non-Employee Option Grant | $12.13 | 02/02/2007(5) | 02/02/2017 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Non-Employee Option Grant | $13.51 | 03/19/2010(6) | 03/19/2020 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Non-Employee Option Grant | $9.86 | 02/01/2008(5) | 02/01/2018 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Non-Employee Option Grant | $11.97 | 03/17/2011(7) | 03/20/2018 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Explanation of Responses: |
| 1. Shares acquired via vesting of Restricted Stock Units. |
| 2. Options were exercised on 2/25/2011 for 6,172 shares and 2/28/2011 for 4,300 shares at an exercise price of $9.30 per share. |
| 3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
| 4. The restricted share units will be fully vested on the earlier of February 27, 2012 or the date of the Company's 2012 Annual Meeting. |
| 5. Option is fully vested as of the filing of this Form 4. |
| 6. Vests ratably over a 12-month period commencing on the date of the 2010 Annual Meeting and concluding on the date of the 2011 Annual Meeting. |
| 7. Vests ratably over a 12-month period commencing on the date of the 2011 Annual Meeting and concluding on the date of the 2012 Annual Meeting. |
| Remarks: |
| /s/ Mohan Gyani | 03/01/2011 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||