Sec Form 4 Filing - Kay Technology Corp, Inc. @ KANA SOFTWARE INC - 2009-12-21

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 Kay Technology Corp, Inc. 2. Issuer Name and Ticker or Trading Symbol KANA SOFTWARE INC [ KANA] 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) 2500 SAND HILL ROAD, SUITE 300, 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2009 (Street) MENLO PARK, CA94025 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 12/21/2009 12/21/2009 P 1,400,000 A $ 1.15 2,000,000 I See Footnote ( 1 ) ( 2 )

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 Kay Technology Corp, Inc. 2500 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X AKKR SPECIAL OPPORTUNITIES LLC C/O ACCEL-KKR 2500 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X ACCEL-KKR CAPITAL PARTNERS III, LP 2500 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X AKKR Fund III Management Company, LP 2500 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X AKKR MANAGEMENT COMPANY, LLC 2500 SAND HILL ROAD, SUITE 300 MENLO PARK, CA94025 X Signatures /s/ Jason Klein, President, Kay Technology Corp, Inc. for KAY TECHNOLOGY CORP, INC. 12/23/2009 Signature of Reporting Person Date /s/ Thomas Barnds, its Managing Member, AKKR Management Company, LLC, its General Partner, AKKR Fund III Management Company, LP, its General Partner, Accel-KKR Capital Partners III, LP, its Member and Manager for AKKR SPECIAL OPPORTUNITIES LLC 12/23/2009 Signature of Reporting Person Date /s/ Thomas Barnds, its Managing Member, AKKR Management Company, LLC, its General Partner, AKKR Fund III Management Company, LP, its General Partner for ACCEL-KKR CAPITAL PARTNERS III, LP 12/23/2009 Signature of Reporting Person Date /s/ Thomas Barnds, its Managing Member, AKKR Management Company, LLC, its General Partner for AKKR FUND III MANAGEMENT COMPANY, LP 12/23/2009 Signature of Reporting Person Date /s/ Thomas Barnds, Member, AKKR Management Company, LLC for AKKR MANAGEMENT COMPANY, LLC 12/23/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported shares are owned directly by Special Opportunities. Fund III as the manager and member of Special Opportunities, Management LP as the general partner of Fund III, and AKKR as the general partner of Management LP may also be deemed to share beneficial ownership of such shares. Pursuant to a voting agreement, Kay Technology Corp, Inc. ("Kay Tech") may be deemed to have acquired beneficial ownership of such shares by virtue of its having the power to the vote the shares with respect to any stockholder actions to be taken for which a record date was established prior to the date of the purchase of such shares. Each of Fund III, Kay Tech, Management LP, AKKR and Special Opportunities disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. (Continue in footnote 2) ( 2 )The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described herein. The filing of this Schedule Form 4 by Kay Tech and AKKR shall not be considered an admission that such Reporting Persons are the beneficial owners of any of the shares of common stock described in this Form 4.

Remarks: This Form 4 is also being filed jointly by AKKR Management Company, LLC ("AKKR"), Accel-KKR Capital Partners III, LP ("Fund III"), AKKR Fund III Management Company LP ("Management LP") and AKKR Special Opportunities LLC ("Special Opportunities"), each located at 2500 Sand Hill Road, Suite 300, Menlo Park, CA, 94025.

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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