Sec Form 3 Filing - PIOL ALESSANDRO @ KEYW HOLDING CORP - 2010-09-30

FORM 3 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 PIOL ALESSANDRO 2. Issuer Name and Ticker or Trading Symbol KEYW HOLDING CORP [ KEYW] 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) 540 MADISON AVENUE, 38TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2010 (Street) NEW YORK, NY10022 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 1,272,728 I Vedanta Opportunities Fund, L.P. ("VOF") ( 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 05/31/2009 05/29/2016 Common stock 636,364 I Vedanta Opportunities Fund, L.P. ("VOF") ( 1 ) Warrants to purchase common stock $ 9.25 03/19/2010 03/19/2017 Common stock 60,000 I Vedanta Opportunities Fund, L.P. ("VOF") ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PIOL ALESSANDRO 540 MADISON AVENUE, 38TH FLOOR NEW YORK, NY10022 X Signatures /s/ Sarah E. Roberts as Attorney-in-Fact for Alessandro Piol 09/30/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares shown as beneficially owned are held by Vedanta Opportunities Fund, L.P. ("VOF"). Vedanta Associates, LP (the "GP") is the sole general partner of VOF. Vedanta Partners, LLC (the "UGP") is the sole general partner of the GP. Voting and investment power with respect to the shares held by VOF is exercised typically by consensus (but at minimum by the majority vote) of a six person investment committee composed of Messrs. Howard Goldstein, Michael Patterson, Alessandro Piol, Lawrence Posner, Shrikant Sathe, and Parag Saxena. The composition of the investment committee is ultimately controlled by Messrs. Saxena and Piol, and, as such, each may be deemed to have beneficial ownership of the shares held by VOF. Each of the GP, UGP and Messrs. Goldstein, Patterson, Piol, Posner, Sathe and Saxena disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.

Remarks: Exhibit List === Exhibit 24 - Power of Attorney

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.