Sec Form 4 Filing - AOKI DONALD J @ KEYNOTE SYSTEMS INC - 2012-08-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person AOKI DONALD J 2. Issuer Name and Ticker or Trading Symbol KEYNOTE SYSTEMS INC [ KEYN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Professional Services (Last) (First) (Middle) 777 MARINERS ISLAND BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2012 (Street) SAN MATEO, CA94404 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 16,552 ( 1 ) ( 9 ) D Common Stock 01/31/2012 A 1,027 ( 1 ) A $ 14.7 17,579 D Common Stock 07/31/2012 A 688 ( 1 ) A $ 11.69 18,267 D Common Stock 08/07/2012 M 12,500 ( 8 ) A $ 0 30,767 D Common Stock 08/07/2012 S 5,954 ( 7 ) D $ 13.47 24,813 D Common Stock 5,163 ( 2 ) I Via Trust Common Stock 4,842 ( 3 ) I Via Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (Right to Purchase) $ 11.98 07/01/2006( 4 ) 07/01/2015 Common Stock 30,000 30,000 D Employee Stock Option (Right to Purchase) $ 13.01 07/16/2005( 4 ) 07/16/2014 Common Stock 25,000 25,000 D Employee Stock Option (Right to Purchase) $ 10.31 07/01/2007( 4 ) 07/01/2016 Common Stock 25,000 25,000 D Employee Stock Option (Right to Purchase) $ 10.73 07/18/2004( 4 ) 07/18/2013 Common Stock 40,000 24,787 D Employee Stock Option (Right to Purchase) $ 12.76 11/16/2005( 4 ) 11/16/2014 Common Stock 25,000 25,000 D Employee Stock Option (Right to Purchase) $ 12.65 07/07/2009( 4 ) 07/06/2018 Common Stock 20,000 20,000 D Restricted Stock Units $ 0 ( 5 ) 08/07/2012( 8 ) M 12,500 07/01/2012( 8 ) ( 8 ) Common Stock 12,500 $ 0 0 D Restricted Stock Units $ 0 ( 5 ) 07/01/2015( 6 ) ( 6 ) Common Stock 9,750 9,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AOKI DONALD J 777 MARINERS ISLAND BOULEVARD SAN MATEO, CA94404 SVP, Professional Services Signatures /s/ Donald A oki 08/08/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were purchased through qualified ESPP. ( 2 )Represents 5,163 shares held in the Aoki Family Trust. The 5,163 share balance reflects 4,211 ESPP shares tranferred to the AOKI family trust on 01/09/2012. The Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the shares. ( 3 )Represents 4,842 shares held by the Reporting Person as Trustee for trusts for each of his minor children. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the shares. ( 4 )Option is fully vested as of the filing of this Form 4. ( 5 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 6 )The Restricted Stock Units will vest four years from the date of grant. ( 7 )Represents shares sold for payment of tax liability related to the Restricted Stock Units that were settled with the Reporting Person on 08/07/12. ( 8 )The Restricted Stock Units vested on 07/01/2012 and settled on 08/07/2012. ( 9 )The share balance reflects 4,211 ESPP shares transferred to the Aoki family trust on 01/09/2012.

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).

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