X0304 4 2012-01-21 0 0001032761 KEYNOTE SYSTEMS INC KEYN 0001321711 Empire Capital Management, L.L.C. 1 GORHAM ISLAND SUITE 201 WESTPORT CT 06880 0 0 1 0 0001522646 Fine Scott A C/O EMPIRE CAPITAL MANAGEMENT LLC 1 GORHAM ISLAND, SUITE 201 WESTPORT CT 06880 0 0 1 0 0001522647 Richards Peter J C/O EMPIRE CAPITAL MANAGEMENT LLC 1 GORHAM ISLAND, SUITE 201 WESTPORT CT 06880 0 0 1 0 0001170998 Empire Capital Partners, L.P. 1 GORHAM ISLAND SUITE 201 WESTPORT CT 06880 0 0 1 0 0001522645 Empire GP, LLC 1 GORHAM ISLAND SUITE 201 WESTPORT CT 06880 0 0 1 0 Put Option (obligation to buy) 17.50 2012-01-21 4 E 0 500 0.00 D 2011-11-25 2012-01-21 Common stock 50000 0 I See footnotes Put Option (obligation to buy) 15.00 2012-01-21 4 E 0 200 0.00 D 2011-11-25 2012-01-21 Common stock 20000 0 I See footnotes 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 Capital Partners, LTD, Empire Capital Partners Enhanced Master Fund, LTD (the Empire Funds) and Charter Oak Partners, LP, Charter Oak Partners II, LP and Charter Oak Master Fund, LTD (the Charter Oak Funds) which are discretionally managed by Empire Management, (ii) Empire Capital Partners, LP ("Empire Onshore"), with respect to the shares of Common Stock held directly by it, (iii) Empire GP, LLC ("Empire GP") with respect to the shares of Common Stock held directly by Empire Onshore, (iv) Mr. Scott A. Fine ("Mr. Fine"), with respect to the shares of Common Stock directly held by Empire Management and Empire Onshore and (v) Mr. Peter J. Richards ("Mr. Richards") with respect to the shares of Common Stock directly held by Empire Management and Empire Onshore. Empire Management serves as the Investment Manager to and has investment discretion over the securities held by the Empire Funds and the Charter Oak Funds. Mr. Fine and Mr. Richards are the only Managing Members of the Empire Management. 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. 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. /s/ Scott A. Fine, individually and as Managing Member of Empire Capital Management LLC & Managing Partner of Empire GP LLC /s/ Peter J. Richards, individually and as Managing Member of Empire Capital Management LLC & Managing Partner of Empire GP LLC 2012-01-24 Scott A. Fine 2012-01-24 Peter J. Richards 2012-01-24 Scott A. Fine & Peter J. Richards as Managing Partners of Empire GP LLC 2012-01-24 Scott A. Fine & Peter J. Richards as Managing Partners of Empire GP LLC 2012-01-24