Sec Form 4 Filing - White Shawn Andrew @ KEYNOTE SYSTEMS INC - 2012-05-09

Insider filing report for Changes in Beneficial Ownership
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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
White Shawn Andrew
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)
Vice President of Operations
(Last) (First) (Middle)
777 MARINERS ISLAND BLVD
3. Date of Earliest Transaction (MM/DD/YY)
05/09/2012
(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 01/31/2012 A 773 ( 1 ) A $ 14.7 2,088 ( 1 ) D
Common Stock 05/09/2012 S 1,315 ( 1 ) D $ 15.5 773 ( 1 ) D
Common Stock 05/09/2012 M 1,797 A $ 7.27 2,570 D
Common Stock 05/09/2012 S 1,797 D $ 15.5 773 D
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
Restricted Stock Units $ 0 ( 2 ) 02/01/2014( 3 ) ( 3 ) Common Stock 7,500 7,500 D
Restricted Stock Units $ 0 ( 2 ) 07/01/2015( 4 ) ( 4 ) Common Stock 2,250 2,250 D
Common Stock $ 13.01 07/16/2005( 5 ) 07/16/2014 Common Stock 2,500 2,500 D
Common Stock $ 11.98 07/01/2006( 5 ) 07/01/2015 Common Stock 5,000 5,000 D
Common Stock $ 10.31 07/01/2007( 5 ) 07/01/2016 Common Stock 3,125 3,125 D
Common Stock $ 13.43 08/03/2008( 5 ) 08/03/2017 Common Stock 2,500 2,013 D
Common Stock $ 12.65 07/07/2009( 6 ) 07/07/2018 Common Stock 1,750 1,750 D
Common Stock $ 7.27 05/09/2012( 7 ) M 1,797 07/01/2003( 5 ) 07/01/2012 Common Stock 1,797 $ 0 0 D
Common Stock $ 10.73 07/18/2004( 5 ) 07/18/2013 Common Stock 2,500 1,823 D
Restricted Stock Units $ 0 ( 2 ) 07/01/2012( 8 ) ( 8 ) Common Stock 1,750 1,750 D
Restricted Stock Units $ 0 ( 2 ) 10/01/2013( 9 ) ( 9 ) Common Stock 3,250 3,250 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
White Shawn Andrew
777 MARINERS ISLAND BLVD
SAN MATEO, CA94404
Vice President of Operations
Signatures
/s/ Shawn A. White 05/11/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares were purchased through a qualified ESPP.
( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
( 3 )The resticted stock units will vest on 02/01/2014.
( 4 )The Restricted Stock Units will vest four years from the date of grant.
( 5 )Option is fully vested as of the filing of this Form 4.
( 6 )Option is exercisable as to (i)25% of the total shares as of this first anniversary date and (ii)2.083% of the total number of shares each month thereafter.
( 7 )Options were exercised on 5/9/2012 for 1,797 shares at an exercise price of $7.27 per share.
( 8 )The Restricted Stock Units will vest three years from the date of grant.
( 9 )The Restricted Stock Units will vest on 10/01/2013.

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* 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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