Statement of Changes in Beneficial Ownership (4)

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 * Herdman Kirk	2. Issuer Name and Ticker or Trading Symbol KEYW HOLDING CORP [ KEYW ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) EVP
(Last)          (First)          (Middle) THE KEYW HOLDING CORPORATION, 7740 MILESTONE PARKWAY, SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 6/11/2019
(Street) HANOVER, MD 21076 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ 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, par value $0.001	6/11/2019		U		5000	D	$11.25	32709	D
Common stock, par value $0.001	6/12/2019		D		32709   (1)	D	$11.25	0	D

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
Long-Term Incentive Share rights	$0	6/12/2019		D			50000	(2)	4/4/2022	Common stock, par value $0.001	50000	$0	0	D
Long-Term Incentive Share rights	$0	6/12/2019		D			100000	(2)	10/9/2022	Common stock, par value $0.001	100000	$0	0	D
Performance-based restricted stock units	$0	6/12/2019		D			12907	(3)	6/3/2021	Common stock, par value $0.001	12907	$0	0	D
Performance-based restricted stock units	$0	6/12/2019		D			26436	(3)	3/12/2022	Common stock, par value $0.001	26436	$0	0	D

Explanation of Responses:
(1)	These restricted stock units were cancelled in the merger in exchange for a payment of $11.25 per share pursuant to the Merger Agreement between the issuer and Jacobs Engineering Group Inc.
(2)	These Long-Term Incentive Share rights, previously not deemed a derivative security for purposes of Section 16, were cancelled in the merger in exchange for a payment of $11.25 per share pursuant to the Merger Agreement between the issuer and Jacob Engineering Group Inc.
(3)	These performance-based restricted stock units, previously not deemed a derivative security for purposes of Section 16, were cancelled in the merger in exchange for a payment of $11.25 per share pursuant to the Merger Agreement between the issuer and Jacobs Engineering Group Inc.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Herdman Kirk THE KEYW HOLDING CORPORATION 7740 MILESTONE PARKWAY, SUITE 400 HANOVER, MD 21076			EVP

Signatures
/s/ Sarah E. Roberts as Attorney-in-Fact for Kirk Herdman		6/13/2019
** 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).
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