X0306 4 2016-05-03 0 0001487101 KEYW HOLDING CORP KEYW 0001212915 PISANO CAROLINE S 7740 MILESTONE PARKWAY, SUITE 400 HANOVER MD 21076 1 0 0 0 Common stock, par value $0.001 2016-05-03 4 X 0 45455 5.5 A 357955 I Caroline Pisano 2009 Irrevocable Trust Common stock, par value $0.001 2016-05-03 4 S 0 34511 7.244 D 323444 I Caroline Pisano 2009 Irrevocable Trust Warrants to purchase common stock 5.5 2016-05-03 4 X 0 45455 0 D 2009-05-31 2016-05-05 Common stock, par value $0.001 45455 0 I Caroline Pisano 2009 Irrevocable Trust Ms. Pisano has voting and dispositive power over the shares beneficially owned by the trust. Ms. Pisano disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein. Warrant Exercised by "Net Issue Exercise" by the following formula: X = Y (A-B)/A Where X = the number of shares of Common Stock to be issued to the Registered Holder Y = the number of shares of Common Stock purchasable under the Warrant(at the date of such exercise) A = the fair market value of one share of the Company's Common Stock (as calculated below) B = Warrant Exercise Price of $5.50. For purposes of the above calculation, the fair market value per share shall be the average of the closing prices of the Company's Common Stock quoted on the exchange on which the Common Stock is listed over the five(5)trading day period ending on the trading day immediately preceding the day the Warrant is being exercised. The average closing price was $7.2440. /s/ Sarah E. Roberts as Attorney-in-Fact for Caroline S. Pisano 2016-05-04