Sec Form 4 Filing - Kraatz Jeffrey @ KEYNOTE SYSTEMS INC - 2012-08-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Kraatz Jeffrey
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, Sales
(Last) (First) (Middle)
777 MARINERS ISLAND BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
08/10/2012
(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 08/10/2012 S 2,859 D $ 13.74 3,263 D
Common Stock 08/14/2012 S 1,675 D $ 13.6 1,588 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
Employee Stock Option (Right to Purchase) $ 11 04/04/2007( 1 ) 04/04/2016 Common Stock 65,000 58,000 D
Employee Stock Option (Right to Purchase) $ 12.98 09/01/2007( 1 ) 09/01/2015 Common Stock 40,000 40,000 D
Employee Stock Option (Right to Purchase) $ 12.65 07/07/2009( 1 ) 07/06/2018 Common Stock 20,000 16,900 D
Employee Stock Option (Right to Purchase) $ 13.42 04/01/2008( 1 ) 04/01/2017 Common Stock 60,000 60,000 D
Restricted Stock Units $ 0 ( 2 ) 10/01/2013( 3 ) ( 3 ) Common Stock 15,000 15,000 D
Restricted Stock Units $ 0 ( 2 ) 07/01/2015( 4 ) ( 4 ) Common Stock 500 500 D
Restricted Stock Units $ 0 ( 2 ) 10/25/2016( 5 ) ( 5 ) Common Stock 15,000 15,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kraatz Jeffrey
777 MARINERS ISLAND BOULEVARD
SAN MATEO, CA94404
Vice President, Sales
Signatures
/s/ Jeffrey Kraatz 08/14/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Option is fully vested as of the filing of this Form 4.
( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
( 3 )The restricted stock unit will fully vest on 10/01/2013.
( 4 )The Restricted Stock Units will vest four years from the grant date.
( 5 )The Restricted Stock Units will vest on October 25, 2016, subject to accelerated vesting upon achievement of performance targets for fiscal years 2012, 2013 and/or 2014. Upon achievement of the performance targets for a fiscal year, vesting of 5,000 Restricted Stock Units will be accelerated.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.