Sec Form 4 Filing - Empire Capital Management, L.L.C. @ KEYNOTE SYSTEMS INC - 2013-07-08

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 Empire Capital Management, L.L.C. 2. Issuer Name and Ticker or Trading Symbol KEYNOTE SYSTEMS INC [ KEYN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1 GORHAM ISLAND, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 07/08/2013 (Street) WESTPORT, CT06880 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 07/08/2013 S 200,000 D $ 19.99 2,000,000 I See notes ( 1 ) ( 2 ) ( 3 ) Common Stock 07/09/2013 S 150,000 D $ 19.99 1,850,000 I See notes ( 1 ) ( 2 ) ( 3 ) Common Stock 07/09/2013 S 50,000 D $ 19.96 1,800,000 I See notes ( 1 ) ( 2 ) ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Empire Capital Management, L.L.C. 1 GORHAM ISLAND SUITE 201 WESTPORT, CT06880 X Empire Capital Partners, L.P. 1 GORHAM ISLAND SUITE 201 WESTPORT, CT06880 X Empire GP, LLC 1 GORHAM ISLAND SUITE 201 WESTPORT, CT06880 X Fine Scott A C/O EMPIRE CAPITAL MANAGEMENT LLC 1 GORHAM ISLAND, SUITE 201 WESTPORT, CT06880 X Richards Peter J C/O EMPIRE CAPITAL MANAGEMENT LLC 1 GORHAM ISLAND, SUITE 201 WESTPORT, CT06880 X Signatures /s/ Scott A. Fine, as Managing Member of Empire CapitalManagement, LLC/s/ Peter J. Richards, as Managing Member of Empire CapitalManagement, LLC 07/10/2013 Signature of Reporting Person Date Scott A Fine & Peter J Richards, as Managing Partners of Empire GP, LLC as general partner to Empire Onshore 07/10/2013 Signature of Reporting Person Date Scott A Fine & Peter J Richards, as Managing Partners of Empire GP, LLC 07/10/2013 Signature of Reporting Person Date Scott A Fine 07/10/2013 Signature of Reporting Person Date Peter J Richards 07/10/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statment is filed by (i) Empire Capital Management, L.L.C., a Delaware limited liability company ("Empire Management") with respect to the shares of Common Stock directly held by Empire Capital Partners, L.P. ("Empire Onshore"), Empire Capital Partners, Ltd. ("Empire Offshore"), Empire Capital Partners Enhanced Master Fund, Ltd. ("Empire Enhanced Master," and together with Empire Onshore and Empire Offshore, the "Empire Investment Funds") and Charter Oak Partners, L.P. and Charter Oak Partners II, L.P., which are discretionally managed by Empire Management (together, the "Empire Sub-Advised Funds"), (continued in footnote 2) ( 2 )(continued from footnote 1) (ii) Empire Onshore with respect to the shares of Common Stock directly held by it; (iii) Empire GP, L.L.C. with respect to the shares of Common Stock held directly by Empire Onshore; (iv) Mr. Scott A. Fine ("Mr. Fine") with respect to the shares of Common Stock directly held by the Empire Investment Funds and the Empire Sub-Advised Funds and (v) Peter J. Richards ("Mr. Richards") with respect to the shares of Common Stock directly held by the Empire Investment Funds and the Empire Sub-Advised Funds. ( 3 )Empire Management serves as the investment manager to, and has discretion over the securities held by, the Empire Investment Funds and the Empire Sub-Advised Funds. Empire GP, L.L.C. serves as general partner to Empire Onshore. Empire GP, L.L.C. has retained Empire Management to serve as investment manager to Empire Onshore. Mr. Fine and Mr. Richards are the only managing members of Empire Management and the only two managing partners of Empire GP, L.L.C. Each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein.

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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