Sec Form 13G Filing - GEF Capital Co Holdings LLC @ KEYW HOLDING CORP

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

The KEYW Holding Corporation

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

493723100

(CUSIP Number)

January 14, 2014

(Date of Event which Requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G


CUSIP No. 493723100		Page 2 of 8


1	Names of reporting persons GEF MANAGEMENT CORPORATION
2	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3	SEC use only
4	Citizen or place of organization Delaware
Number of shares beneficially owned by each reporting person with		5	Sole voting power 0
		6	Shared voting power 1,638,638 (1)
		7	Sole dispositive power 0
		8	Shared dispositive power 1,638,638 (1)
9	Aggregate amount beneficially owned by each reporting person 1,638,638 (1)
10	Check if the aggregate amount in Row (9) excludes certain shares Not Applicable
11	Percent of class represented by amount in Row 9 4.5% (2)
12	Type of reporting person CO

(1)	Consists of (i) 1,638,638 shares of common stock, par value $0.001 (the “Shares”) held by GEF Capital Company Holdings, LLC, of which 829,546 represent presently exercisable rights to acquire common stock through warrants.

(2)	The percentage is based on 36,763,431 Shares outstanding as of October 18, 2013.

SCHEDULE 13G


CUSIP No. 493723100		Page 3 of 8


1	Names of reporting persons GLOBAL ENVIRONMENT CAPITAL COMPANY, LLC
2	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3	SEC use only
4	Citizen or place of organization Delaware
Number of shares beneficially owned by each reporting person with		5	Sole voting power 0
		6	Shared voting power 1,638,638 (1)
		7	Sole dispositive power 0
		8	Shared dispositive power 1,638,638 (1)
9	Aggregate amount beneficially owned by each reporting person 1,638,638 (1)
10	Check if the aggregate amount in Row (9) excludes certain shares Not Applicable
11	Percent of class represented by amount in Row 9 4.5% (2)
12	Type of reporting person OO (Limited Liability Company)

(1)	Consists of (i) 1,638,638 Shares held by GEF Capital Company Holdings, LLC, of which 829,546 represent presently exercisable rights to acquire common stock through warrants.

(2)	The percentage is based on 36,763,431 Shares outstanding as of October 18, 2013.

SCHEDULE 13G


CUSIP No. 493723100		Page 4 of 8


1	Names of reporting persons GEF CAPITAL COMPANY HOLDINGS, LLC
2	Check the appropriate box if a member of a group (a) ¨ (b) ¨
3	SEC use only
4	Citizen or place of organization Delaware
Number of shares beneficially owned by each reporting person with		5	Sole voting power 0
		6	Shared voting power 1,638,638 (1)
		7	Sole dispositive power 0
		8	Shared dispositive power 1,638,638 (1)
9	Aggregate amount beneficially owned by each reporting person 1,638,638 (1)
10	Check if the aggregate amount in Row (9) excludes certain shares Not Applicable
11	Percent of class represented by amount in Row 9 4.5% (2)
12	Type of reporting person OO (Limited Liability Company)

(1)	Includes 829,546 presently exercisable rights to acquire common stock through warrants.

(2)	The percentage is based on 36,763,431 Shares outstanding as of October 18, 2013.


ITEM 1.

	(a)	Name of Issuer:

		The KEYW Holding Corporation

	(b)	Address of Issuer’s Principal Executive Offices:

		7740 Milestone Parkway, Suite 400
		Hanover, Maryland 21076

ITEM 2.

	(a)	Name of Person Filing:

		GEF Management Corporation Global Environment Capital Company, LLC GEF Capital Company Holdings, LLC

	(b)	Address of Principal Business Office:

		c/o Global Environment Fund, 5471 Wisconsin Avenue, Suite 300 Chevy Chase, MD 20815

	(c)	Citizenship of each Reporting Person is:

		GEF Management Corporation is a Delaware corporation. Each of Global Environment Capital Company, LLC and GEF Capital Company Holdings, LLC is a Delaware limited liability company.

	(d)	Title of Class of Securities:

		Common Stock, $0.001 par value per share

	(e)	CUSIP Number:

		493723100

ITEM 3.

Not applicable.

ITEM 4.

Ownership

Ownership (a-c)


Reporting Person	Amount beneficially owned:		Percent of class:			Sole power to vote or direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:

GEF Management Corporation		1,638,638		4.5	%		0		1,638,638		0		1,638,638

Global Environment Capital Company, LLC		1,638,638		4.5	%		0		1,638,638		0		1,638,638

GEF Capital Company Holdings, LLC		1,638,638		4.5	%		0		1,638,638		0		1,638,638

GEF Capital Company Holdings, LLC is the record holder of 1,638,638 Shares, of which 829,546 represent presently exercisable rights to acquire common stock through warrants.

ITEM 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group

Not applicable.

ITEM 9.

Notice of Dissolution of Group

Not applicable.

ITEM 10.

Certification

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2014


GEF Management Corporation

By:		/s/ Brian J. Foist
		Name: Brian J. Foist
		Title: Chief Financial Officer

Global Environment Capital Company, LLC

By:		GEF Management Corporation,
		as its managing member

By:		/s/ Brian J. Foist
		Name: Brian J. Foist
		Title: Chief Financial Officer

GEF Capital Company Holdings, LLC

By:		Global Environment Capital Company, LLC,
		as its managing member

By:		GEF Management Corporation,
		as its managing member

By:		/s/ Brian J. Foist
		Name: Brian J. Foist
		Title: Chief Financial Officer

LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons on February 14, 2011).

Sec Form 13G Filing - GEF Capital Co Holdings LLC filing for KEYW HOLDING CORP (KEYW) - 2014-02-14