Sec Form 4 Filing - AOKI DONALD J @ KEYNOTE SYSTEMS INC - 2012-01-03

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
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 BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
01/03/2012
(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 24,159 ( 1 ) D
Common Stock 01/03/2012 M 5,213 A $ 10.73 29,372 D
Common Stock 01/03/2012 S 5,213 ( 2 ) D $ 20.68 24,159 ( 1 ) D
Common Stock 01/03/2012 S 1,336 ( 1 ) ( 2 ) D $ 20.68 20,763 ( 1 ) ( 3 ) D
Common Stock 952 ( 4 ) I Via Trust
Common Stock 4,842 ( 5 ) ( 6 ) 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( 7 ) 07/01/2015 Common Stock 30,000 30,000 D
Employee Stock Option (Right to Purchase) $ 13.01 07/16/2005( 7 ) 07/16/2014 Common Stock 25,000 25,000 D
Employee Stock Option (Right to Purchase) $ 10.31 07/01/2007( 7 ) 07/01/2016 Common Stock 25,000 25,000 D
Employee Stock Option (Right to Purchase) $ 10.73 01/03/2012( 8 ) M 5,213 07/18/2004( 7 ) 07/18/2013 Common Stock 40,000 $ 0 24,787 D
Employee Stock Option (Right to Purchase) $ 12.76 11/16/2005( 7 ) 11/16/2014 Common Stock 25,000 25,000 D
Employee Stock Option (Right to Purchase) $ 12.65 07/07/2009( 9 ) 07/06/2018 Common Stock 20,000 20,000 D
Restricted Stock Units $ 0 ( 10 ) 07/01/2012( 11 ) ( 11 ) Common Stock 12,500 12,500 D
Restricted Stock Units $ 0 ( 10 ) 07/01/2015( 12 ) ( 12 ) 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 BLVD.
SAN MATEO, CA94404
SVP, Professional Services
Signatures
/s/ Don Aoki 01/05/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares were purchased through qual ified ESPP.
( 2 )Sale under an established 10b5-1 plan.
( 3 )The share balance reflects 2,060 shares transferred out via gift on 12/15/2011.
( 4 )Represents 952 shares held in the Aoki Family Trust. The Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the shares.
( 5 )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.
( 6 )The share balance reflects 2,000 shares transferred in via gift on 12/15/2011.
( 7 )Option is fully vested as of the filing of this Form 4.
( 8 )Employee Stock Options of 5,213 shares were exercised on 01/03/2012 at an exercise price of $10.73 per share.
( 9 )Option is exercisable as to (i)25% of the total shares as of 7/07/2009 and (ii)2.083% of the total number of shares each month thereafter.
( 10 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
( 11 )The restricted stock units will fully vest on 7/01/2012.
( 12 )The Restricted Stock Units will vest four years from the date of grant.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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