X0306 4 2016-02-10 0 0001487101 KEYW HOLDING CORP KEYW 0001212923 DECHELLO KIMBERLY 7740 MILESTONE PARKWAY SUITE 400 HANOVER MD 21076 0 1 0 0 CAO/Secretary Common stock, par value $0.001 2016-02-10 4 S 0 13751 4.33 D 178732 D The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/26/15. These shares were sold on behalf of the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock, the grant of which was previously reported. The price recorded in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.33 to $4.3425, inclusive. The reporting person undertakes to provide to The KEYW Holding Corporation, any security holder of The KEYW Holding Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4. Includes 73 shares, 128 shares and 132 shares acquired under The KEYW Holding Corporation Employee Stock Purchase Plan on June 30, 2015, September 30, 2015 and December 31, 2015. /s/ Sarah E. Roberts as Attorney-in-Fact for Kimberly J. DeChello 2016-02-11