Sec Form 4 Filing - PISANO CAROLINE S @ KEYW HOLDING CORP - 2016-05-28

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 PISANO CAROLINE S 2. Issuer Name and Ticker or Trading Symbol KEYW HOLDING CORP [ KEYW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 7740 MILESTONE PARKWAY, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2016 (Street) HANOVER, MD21076 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, par value $0.001 05/28/2016 X 45,455 A $ 5.5 368,899 I Caroline Pisano 2009 Irrevocable Trust ( 1 ) Common stock, par value $0.001 05/28/2016 S( 2 ) 28,702 D $ 8.71 ( 2 ) 340,197 I Caroline Pisano 2009 Irrevocable Trust ( 1 )

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 Warrants to purchase common stock $ 5.5 05/28/2016 X 45,455 05/31/2009 05/31/2016 Common stock, par value $0.001 45,455 $ 0 0 I Caroline Pisano 2009 Irrevocable Trust ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PISANO CAROLINE S 7740 MILESTONE PARKWAY, SUITE 400 HANOVER, MD21076 X Signatures /s/ Sarah E. Roberts as Attorney-in-Fact for Caroline S. Pisano 06/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Ms. Pisano has voting and dispositive power over the shares beneficially owned by the trust. Ms. Pisano disclaims beneficial ownership of the shares held by the trust except to the extent of her pecuniary interest therein. ( 2 )Warrant Exercised by "Net Issue Exercise" by the following formula: X = Y (A-B)/AWhere X = the number of shares of Common Stock to be issued to the Registered HolderY = the number of shares of Common Stock purchasable under the Warrant(at the date of such exercise)A = the fair market value of one share of the Company's Common Stock (as calculated below)B = Warrant Exercise Price of $5.50.For purposes of the above calculation, the fair market value per share shall be the average of the closing prices of the Company's Common Stock quoted on the exchange on which the Common Stock is listed over the five(5)trading day period ending on the trading day immediately preceding the day the Warrant is being exercised. The average closing price was $8.7100.

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).

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