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KEYN Keynote Systems, Inc. (MM)

19.98
0.00 (0.00%)
After Hours
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Keynote Systems, Inc. (MM) NASDAQ:KEYN NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 19.98 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

23/08/2013 9:05pm

Edgar (US Regulatory)


FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

8/22/2013
(Street)

WESTPORT, CT 06880
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/22/2013     U    1800000   D $20.00   0   I   See notes   (1) (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

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"), (ii) Mr. Scott A. Fine ("Mr. Fine") with respect to the shares of Common Stock directly held by the Empire Investment Funds and (iii) Mr. Peter J. Richards ("Mr. Richards") with respect to the shares of Common Stock directly held by the Empire Investment Funds.
( 2)  Empire Management serves as the investment manager to, and has discretion over the securities held by, the Empire Investment 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Empire Capital Management, L.L.C.
1 GORHAM ISLAND
SUITE 201
WESTPORT, CT 06880

X

Empire Capital Partners, L.P.
1 GORHAM ISLAND
SUITE 201
WESTPORT, CT 06880

X

Empire GP, LLC
1 GORHAM ISLAND
SUITE 201
WESTPORT, CT 06880

X

Fine Scott A
C/O EMPIRE CAPITAL MANAGEMENT LLC
1 GORHAM ISLAND, SUITE 201
WESTPORT, CT 06880

X

Richards Peter J
C/O EMPIRE CAPITAL MANAGEMENT LLC
1 GORHAM ISLAND, SUITE 201
WESTPORT, CT 06880

X


Signatures
/s/ Scott A. Fine, individually & as managing member of Empire Capital Management, LLC & managing partner of Empire GP, LLC /s/ Peter J. Richards, individually & as managing member of Empire Capital Management, LLC & managing partner of Empire GP, LLC 8/23/2013
** Signature of Reporting Person Date

Scott A Fine & Peter J Richards, as Managing Partners of Empire GP, LLC as general partner to Empire Onshore 8/23/2013
** Signature of Reporting Person Date

Scott A Fine & Peter J Richards, as Managing Partners of Empire GP, LLC 8/23/2013
** Signature of Reporting Person Date

Scott A. Fine 8/23/2013
** Signature of Reporting Person Date

Peter J. Richards 8/23/2013
** Signature of Reporting Person Date


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 control number.

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