KEYN / Keynote Systems Inc - SEC Filings, Annual Report, Proxy Statement

Keynote Systems Inc
US
THIS SYMBOL IS NO LONGER ACTIVE

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CIK 1032761
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Keynote Systems Inc
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
February 10, 2014 SC 13G/A

KEYN / Keynote Systems Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* KEYNOTE SYSTEMS INC (Name of Issuer) Common Stock (Title of Class of Securities) 493308100 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

September 3, 2013 15-12G

- 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-27241 KEYNOTE SYSTEMS, INC. (Exact name of registrant as specified in it

August 23, 2013 EX-99.1

Keynote Completes Sale to Thoma Bravo — Becoming a Privately-Held Company - Umang Gupta, Chairman & CEO, Announces Retirement

EX-99.1 4 a13-191801ex99d1.htm EX-99.1 Exhibit 99.1 Contacts: Media: Dan Berkowitz Keynote (650) 403-3305 [email protected] Investor Relations: Kirsten Chapman LHAI (415) 433-3777 [email protected] Keynote Completes Sale to Thoma Bravo — Becoming a Privately-Held Company - Umang Gupta, Chairman & CEO, Announces Retirement SAN MATEO, CALIF., — AUGUST 22, 2013 — Keynote®, the global leader in In

August 23, 2013 SC 13G/A

KEYN / Keynote Systems Inc / Empire Capital Management, L.L.C. Passive Investment

FORM SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities and Exchange Act of 1934 (Amendment No. 5)* Keynote Systems, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 493308100 (CUSIP Number) August 22, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

August 23, 2013 EX-99.2

Thoma Bravo Completes Take-Private Acquisition of Keynote Software and technology veteran Jennifer Tejada appointed new President & CEO

EX-99.2 5 a13-191801ex99d2.htm EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Thoma Bravo Completes Take-Private Acquisition of Keynote Software and technology veteran Jennifer Tejada appointed new President & CEO San Francisco — Aug. 22, 2013 — Thoma Bravo, LLC, a leading private equity investment firm, has completed its acquisition of Keynote Systems, Inc., the global leader in Internet and mobile c

August 23, 2013 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 22, 2013 Keynote Systems, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-27241 (COMMISSION FILE NUMBER)

August 23, 2013 EX-3.2

AMENDED AND RESTATED BY-LAWS KEYNOTE SYSTEMS, INC. A Delaware corporation Adopted as of August 22, 2013 ARTICLE I OFFICES

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF KEYNOTE SYSTEMS, INC. A Delaware corporation Adopted as of August 22, 2013 ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The registered agent of the corporation for service of process at such

August 23, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on August 23, 2013 Registration No.

August 23, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on August 23, 2013 Registration No.

August 23, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on August 23, 2013 Registration No.

August 23, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on August 23, 2013 Registration No.

August 23, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on August 23, 2013 Registration No.

August 23, 2013 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION KEYNOTE SYSTEMS, INC. ARTICLE ONE

EX-3.1 2 a13-191801ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KEYNOTE SYSTEMS, INC. ARTICLE ONE The name of the corporation is Keynote Systems, Inc. ARTICLE TWO The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such addr

August 23, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on August 23, 2013 Registration No.

August 23, 2013 S-8 POS

- S-8 POS

As filed with the Securities and Exchange Commission on August 23, 2013 Registration No.

August 23, 2013 SC 13D/A

KEYN / Keynote Systems Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Keynote Systems, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 493308100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number

August 9, 2013 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

August 8, 2013 SC 13D

KEYN / Keynote Systems Inc / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Keynote Systems, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 493308100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authoriz

August 6, 2013 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

July 30, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - KEYNOTE SYSTEMS, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2013 KEYNOTE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-27241 94-3226488 (Commission Fil

July 30, 2013 EX-99.01

Keynote Reports Third Quarter of Fiscal 2013 Results

Exhibit 99.01 Keynote Reports Third Quarter of Fiscal 2013 Results Third Quarter of FY 2013 Revenue of $31.2 Million GAAP Diluted EPS of $0.01 Non-GAAP Diluted EPS of $0.15 SAN MATEO, Calif.-(BUSINESS WIRE)-July 30, 2013-Keynote (NASDAQ: KEYN), the global leader in mobile and web cloud testing & monitoring, reported financial results for its third quarter of fiscal 2013 ended June 30, 2013. Umang

July 18, 2013 DEFM14A

- DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS1 Table of Contents2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 10, 2013 SC 13G/A

KEYN / Keynote Systems Inc / Empire Capital Management, L.L.C. Passive Investment

FORM SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities and Exchange Act of 1934 (Amendment No. 4)* Keynote Systems, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 493308100 (CUSIP Number) July 10, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

July 5, 2013 PREM14A

- PREM14A

Use these links to rapidly review the document TABALE OF CONTENTS1 Table of Contents2 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 24, 2013 EX-99.2

Employee Frequently Asked Questions

EX-99.2 5 a13-154841ex99d2.htm EX-99.2 Exhibit 99.2 Employee Frequently Asked Questions 1. Why is Keynote being acquired? On June 23, 2013, Keynote entered into a Merger Agreement with an affiliate of Thoma Bravo (the “Merger Agreement”) that, if adopted by our stockholders, will result in Keynote becoming a private company. The Keynote board of directors carefully considered the proposed transact

June 24, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER

EX-2.1 2 a13-154841ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG KEYNOTE SYSTEMS, INC., HAWAII MERGER CORP. AND HAWAII PARENT CORP. DATED AS OF JUNE 23, 2013 TABLE OF CONTENTS Page ARTICLE I THE MERGER 3 Section 1.1 The Merger 3 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section 1.4 Conversion of the Shares 3 Section 1.5 Organizational Documents 4

June 24, 2013 DEFA14A

- 8-K

DEFA14A 1 a13-1548418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 23, 2013 Keynote Systems, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-2

June 24, 2013 EX-99.2

Employee Frequently Asked Questions

Exhibit 99.2 Employee Frequently Asked Questions 1. Why is Keynote being acquired? On June 23, 2013, Keynote entered into a Merger Agreement with an affiliate of Thoma Bravo (the “Merger Agreement”) that, if adopted by our stockholders, will result in Keynote becoming a private company. The Keynote board of directors carefully considered the proposed transaction and unanimously voted in support of

June 24, 2013 EX-99.1

Keynote Signs Definitive Agreement to be Acquired by Thoma Bravo - Stockholders to receive $20.00 per share in cash - Transaction valued at approximately $395 million

EX-99.1 4 a13-154841ex99d1.htm EX-99.1 Exhibit 99.1 CONFIDENTIAL PRESS RELEASE Contact(s): Investor Relations Media Thoma Bravo Kirsten Chapman Dan Berkowitz Amber Roberts LHA Keynote Systems, Inc. LANE (415) 433-3777 (650) 403-3305 (212) 302-5964 [email protected] [email protected] [email protected] Keynote Signs Definitive Agreement to be Acquired by Thoma Bravo - Stockholders to receive $20.

June 24, 2013 EX-99.1

Keynote Signs Definitive Agreement to be Acquired by Thoma Bravo - Stockholders to receive $20.00 per share in cash - Transaction valued at approximately $395 million

EX-99.1 4 a13-154841ex99d1.htm EX-99.1 Exhibit 99.1 CONFIDENTIAL PRESS RELEASE Contact(s): Investor Relations Media Thoma Bravo Kirsten Chapman Dan Berkowitz Amber Roberts LHA Keynote Systems, Inc. LANE (415) 433-3777 (650) 403-3305 (212) 302-5964 [email protected] [email protected] [email protected] Keynote Signs Definitive Agreement to be Acquired by Thoma Bravo - Stockholders to receive $20.

June 24, 2013 EX-99.3

Employee E-Mail

EX-99.3 6 a13-154841ex99d3.htm EX-99.3 Exhibit 99.3 Employee E-Mail Subject line: Press Release Today Dear Keynoters: Over the weekend, our Board of Directors authorized the purchase of all outstanding shares of stock by merger with an affiliate of private equity firm Thoma Bravo in which Keynote stockholders will receive $20.00 in cash for each share of Keynote common stock. I strongly believe th

June 24, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 23, 2013 Keynote Systems, Inc. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-27241 94-3226488 (COMMISSION FIL

June 24, 2013 EX-99.3

Employee E-Mail

EX-99.3 6 a13-154841ex99d3.htm EX-99.3 Exhibit 99.3 Employee E-Mail Subject line: Press Release Today Dear Keynoters: Over the weekend, our Board of Directors authorized the purchase of all outstanding shares of stock by merger with an affiliate of private equity firm Thoma Bravo in which Keynote stockholders will receive $20.00 in cash for each share of Keynote common stock. I strongly believe th

June 24, 2013 EX-2.1

AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG KEYNOTE SYSTEMS, INC., HAWAII MERGER CORP. AND HAWAII PARENT CORP. DATED AS OF JUNE 23, 2013 TABLE OF CONTENTS Page ARTICLE I THE MERGER 3 Section 1.1 The Merger 3 Section 1.2 Closing 3 Section 1.3 Effective Time 3 Section 1.4 Conversion of the Shares 3 Section 1.5 Organizational Documents 4 Section 1.6 Directors and Officers

June 24, 2013 EX-10.1

VOTING AGREEMENT

EX-10.1 3 a13-154841ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2013, by and between Hawaii Parent Corp., a Delaware corporation (“Parent”), and the undersigned stockholder (“Holder”) of Keynote Systems, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of

June 24, 2013 EX-10.1

VOTING AGREEMENT

Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2013, by and between Hawaii Parent Corp., a Delaware corporation (“Parent”), and the undersigned stockholder (“Holder”) of Keynote Systems, Inc., a Delaware corporation (the “Company”). RECITALS Pursuant to an Agreement and Plan of Merger, dated as of the date hereof (th

April 30, 2013 EX-99.01

Keynote Appoints Erik Prusch, Clearwire CEO, to Board of Directors

EX-99.01 2 a50622014ex991.htm EXHIBIT 99.01 Exhibit 99.01 Keynote Appoints Erik Prusch, Clearwire CEO, to Board of Directors SAN MATEO, Calif.-(BUSINESS WIRE)-April 30, 2013-Keynote (NASDAQ: KEYN), the global leader in mobile and web cloud testing & monitoring, appointed to its board of directors Erik Prusch, President, Chief Executive Officer and Director of Clearwire Corporation (NASDAQ:CLWR). U

April 30, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - KEYNOTE SYSTEMS, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of Earliest Event Reported): April 26, 2013 Keynote Systems, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-27241 94-3226488 (Commissio

April 30, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2013 KEYNOTE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-27241 94-3226488 (Commission Fi

April 30, 2013 EX-99.01

Keynote Announces $10 Million Stock Repurchase Program

EX-99.01 2 a50622021ex9901.htm EXHIBIT 99.01 Exhibit 99.01 Keynote Announces $10 Million Stock Repurchase Program SAN MATEO, Calif.-(BUSINESS WIRE)-April 30, 2013-Keynote (NASDAQ: KEYN), the global leader in mobile and web cloud testing & monitoring, announced that its board of directors has authorized the repurchase of up to $10 million of Keynote’s common stock from time to time. The duration of

April 30, 2013 EX-99.01

Keynote Reports Second Quarter of Fiscal 2013 Results

Exhibit 99.1 Keynote Reports Second Quarter of Fiscal 2013 Results Second Quarter of FY 2013 Revenue of $29.3 Million; GAAP Diluted EPS of $0.02 and Non-GAAP Diluted EPS of $0.09 First Half of FY 2013 Revenue of $63.2 Million; Non-GAAP Diluted EPS of $0.42 and Adjusted EBITDA Margin of 18% Dividend of $0.07 per Share for June Quarter SAN MATEO, Calif.-(BUSINESS WIRE)-April 30, 2013-Keynote (NASDAQ

April 30, 2013 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a50622021.htm KEYNOTE SYSTEMS, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2013 KEYNOTE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of inco

April 15, 2013 EX-99.01

Keynote Reports Preliminary Second Quarter of Fiscal 2013 Results

Exhibit 99.01 Keynote Reports Preliminary Second Quarter of Fiscal 2013 Results Conference Call Today at 2:00 PM PT/5:00 PM ET Final Results Conference Call on April 30th SAN MATEO, Calif.-(BUSINESS WIRE)-April 15, 2013-Keynote (NASDAQ: KEYN), the global leader in mobile and web cloud testing & monitoring, announced preliminary results for the second quarter of fiscal 2013 ended March 31, 2013. Ke

April 15, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - KEYNOTE SYSTEMS, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2013 KEYNOTE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-27241 94-3226488 (Commission Fi

March 18, 2013 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of Earliest Event Reported): March 15, 2013 Keynote Systems, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-27241 94-3226488 (

February 14, 2013 SC 13G

KEYN / Keynote Systems Inc / WELLINGTON MANAGEMENT GROUP LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Keynote Systems Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 493308100 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 14, 2013 SC 13G/A

KEYN / Keynote Systems Inc / Empire Capital Management, L.L.C. Passive Investment

FORM SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 3)* Keynote Systems, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 493308100 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is

February 13, 2013 SC 13G/A

KEYN / Keynote Systems Inc / GUPTA UMANG P - UMANG GUPTA SC 13GA NO 5 12-31-2012 (KEYNOTE SYSTEMS, INC) Passive Investment

SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 11, 2013 SC 13G/A

KEYN / Keynote Systems Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* KEYNOTE SYSTEMS INC (Name of Issuer) Common Stock (Title of Class of Securities) 493308100 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

January 29, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2013 KEYNOTE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-27241 94-3226488 (Commission

January 29, 2013 EX-99.01

Keynote Reports First Fiscal Quarter 2013 Results

Exhibit 99.01 Keynote Reports First Fiscal Quarter 2013 Results Reports Record Quarterly Revenue of $33.9 Million Delivers Record Mobile Telecommunications Revenue Exceeds Revenue and Non-GAAP EPS Guidance Board of Directors Raises Dividend to $0.07 per Share and Approves for June Quarter SAN MATEO, Calif.-(BUSINESS WIRE)-January 29, 2013-Keynote (NASDAQ: KEYN), the global leader in mobile and web

January 28, 2013 DEF 14A

- DEF 14A

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 11, 2012 EX-99.1

Keynote Accelerates Payment of Cash Dividend

Exhibit 99.1 Contacts: Investor Relations Becky Herrick / Jana Cuiper LHA (415) 433-3777 [email protected] Media Dan Berkowitz Keynote Systems, Inc. (650) 403-3305 [email protected] Keynote Accelerates Payment of Cash Dividend SAN MATEO, Calif., — December 11, 2012 — The board of directors of Keynote Systems (NASDAQ: KEYN), the global leader in Internet and mobile cloud testing & monitoring, h

December 11, 2012 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of Earliest Event Reported): December 10, 2012 Keynote Systems, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-27241 94-3226488 (Commis

November 1, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of Earliest Event Reported): October 26, 2012 Keynote Systems, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-27241 94-3226488 (Commiss

October 30, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - KEYNOTE SYSTEMS, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2012 KEYNOTE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-27241 94-3226488 (Commission

October 30, 2012 EX-99.01

Keynote Reports Fourth Fiscal Quarter and Year-End 2012 Results

Exhibit 99.01 Keynote Reports Fourth Fiscal Quarter and Year-End 2012 Results Keynote Posts $30.4 Million in Quarterly Revenue Meets Revenue, GAAP EPS and Non-GAAP EPS Guidance Fiscal Year 2012 Revenue Reaches $124.3 Million Quarterly Cash Dividend of $0.06 per Share Approved SAN MATEO, Calif.-(BUSINESS WIRE)-October 30, 2012-Keynote Systems (NASDAQ:KEYN), the global leader in mobile and web cloud

September 13, 2012 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.

September 13, 2012 EX-4

POWER OF ATTORNEY

EXHIBIT 4 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

September 13, 2012 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

September 13, 2012 SC 13D/A

KEYN / Keynote Systems Inc / Discovery Group I, LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Keynote Systems, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 493308100 (CUSIP Number) Michael R. Murphy Discovery Group I, LLC 191 North Wacker Drive Suite 1685 Chicago, Illinois 60606 Telephone Number: (

September 13, 2012 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached.

July 31, 2012 EX-99.1

Keynote Reports Third Fiscal Quarter 2012 Results

Exhibit 99.1 Keynote Reports Third Fiscal Quarter 2012 Results Keynote Posts $30.3 Million in Quarterly Revenue Meets Revenue, GAAP EPS and Non-GAAP EPS Guidance Quarterly Cash Dividend of $0.06 per Share Approved SAN MATEO, Calif.-(BUSINESS WIRE)-July 31, 2012-Keynote® Systems (Nasdaq: KEYN), the global leader in Internet and mobile cloud testing & monitoring, reported financial results for its t

July 31, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2012 KEYNOTE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-27241 94-3226488 (Commission Fil

June 11, 2012 EX-23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated December 12, 2011, relating to the consolidated financial statements of Keynote Systems, Inc. and subsidiaries (the “Company”), which report expresses an unqualified opinion and includes an explanatory paragraph relating

June 11, 2012 EX-23.02

CONSENT OF INDEPENDENT AUDITORS

EXHIBIT 23.02 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 and in Registration Statements No. 333-107442, 333-85242, 333-73244 and 333-87791 on Form S-8 of Keynote Systems, Inc. of our report dated December 22, 2011 related to the financial statements of Mobile Complete, Inc. as of and for the years ended December 31, 2010

June 11, 2012 S-8

- S-8

* As filed with the Securities and Exchange Commission on June 11, 2012 Registration No.

June 11, 2012 EX-5.01

June 11, 2012

EXHIBIT 5.01 JEFFREY VETTER June 11, 2012 EMAIL [email protected] Direct Dial (650) 335-7631 Keynote Systems, Inc. 777 Mariners Island Boulevard San Mateo, California 94404 Gentlemen/Ladies: At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Keynote Systems, Inc., a Delaware corporation (the “Company”), with the Securities and E

May 18, 2012 CORRESP

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May 18, 2012 VIA EDGAR AND OVERNIGHT COURIER United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-3720 Attention: Kathleen Collins, Accounting Branch Chief Laura Veator, Staff Accountant Re: Keynote Systems, Inc.

May 4, 2012 EX-3

POWER OF ATTORNEY

EXHIBIT 3 POWER OF ATTORNEY The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the

May 4, 2012 SC 13D

KEYN / Keynote Systems Inc / Discovery Group I, LLC - SCHEDULE 13D Activist Investment

SC 13D 1 t73449sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Keynote Systems, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 493308100 (CUSIP Number) Michael R. Murphy Discovery Group I, LLC 191 North Wacker Drive Suite 1685 Chicag

May 4, 2012 EX-1

TRANSACTIONS DURING PAST 60 DAYS

EX-1 2 ex1.htm EXHIBIT 1 EXHIBIT 1 TRANSACTIONS DURING PAST 60 DAYS The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days. Such transactions involved the sale of shares on the NASDAQ Global Select Market. The prices reported below reflect the weighted average sale price of the shares of Common Stock sold on the relevant date. T

May 4, 2012 EX-2

JOINT FILING AGREEMENT

EXHIBIT 2 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached.

May 4, 2012 EX-4

POWER OF ATTORNEY

EX-4 5 ex4.htm EXHIBIT 4 EXHIBIT 4 POWER OF ATTORNEY The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursu

May 1, 2012 EX-99.01

Keynote Reports Second Fiscal Quarter 2012 Results

Exhibit 99.01 Keynote Reports Second Fiscal Quarter 2012 Results Keynote Posts $30.6 Million in Quarterly Revenue Meets Revenue & GAAP EPS and Exceeds Non-GAAP EPS Guidance Quarterly Cash Dividend of $0.06 per Share Approved SAN MATEO, Calif.-(BUSINESS WIRE)-May 1, 2012-Keynote® Systems (NASDAQ:KEYN), the global leader in Internet and mobile cloud testing & monitoring, reported financial results f

May 1, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - KEYNOTE SYSTEMS, INC. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2012 KEYNOTE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-27241 94-3226488 (Commission File

April 19, 2012 CORRESP

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April 19, 2012 VIA EDGAR AND OVERNIGHT COURIER United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-3720 Attention: Kathleen Collins, Accounting Branch Chief Laura Veator, Staff Accountant Re: Keynote Systems, Inc.

April 10, 2012 S-8

- S-8

* As filed with the Securities and Exchange Commission on April 10, 2012 Registration No.

April 10, 2012 EX-23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this registration statement on Form S-8 of our report dated December 12, 2011, relating to the consolidated financial statements of Keynote Systems, Inc. and subsidiaries (the “Company”), which report expresses an unqualified opinion and includes an explanatory paragraph relating

April 10, 2012 EX-23.02

CONSENT OF INDEPENDENT AUDITORS

Exhibit 23.02 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 and in Registration Statements No. 333-107442, 333-85242, 333-73244 and 333-87791 on Form S-8 of Keynote Systems, Inc. of our report dated December 22, 2011 related to the financial statements of Mobile Complete, Inc. as of and for the years ended December 31, 2010

April 10, 2012 EX-5.01

April 9, 2012

EXHIBIT 5.01 JEFFREY VETTER April 9, 2012 EMAIL [email protected] Direct Dial (650) 335-7631 Keynote Systems, Inc. 777 Mariners Island Boulevard San Mateo, California 94404 Gentlemen/Ladies: At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Keynote Systems, Inc., a Delaware corporation (the “Company”), with the Securities and E

April 10, 2012 EX-10.02

KEYNOTE SYSTEMS, INC. 1999 EQUITY INCENTIVE PLAN As Adopted June 28, 1999 and Amended through February 28, 2012.

Exhibit 10.02 KEYNOTE SYSTEMS, INC. 1999 EQUITY INCENTIVE PLAN As Adopted June 28, 1999 and Amended through February 28, 2012. 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate

March 20, 2012 CORRESP

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March 20, 2012 Securities and Exchange Commission Attention: Kathleen Collins Mark Shuman Evan Jacob Division of Corporation Finance 100 F Street, NE Washington, DC 20549-3720 Re: Keynote Systems, Inc.

March 19, 2012 8-K/A

Submission of Matters to a Vote of Security Holders - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 18, 2011 Keynote Systems, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-27241 94-3226488 (Commiss

March 19, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of Earliest Event Reported): March 16, 2012 Keynote Systems, Inc. (Exact Name of the Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-27241 94-3226488 (Commissio

March 1, 2012 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

March 1, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2012 KEYNOTE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-27241 94-3226488 (Commission

February 15, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2012 KEYNOTE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-27241 94-3226488 (Commission

February 14, 2012 SC 13G/A

KEYN / Keynote Systems Inc / Empire Capital Management, L.L.C. Passive Investment

FORM SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No.2 KEYNOTE SYSTEMS INC. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 493308100 (CUSIP Number) December 31, 2011 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is fi

February 14, 2012 SC 13G/A

KEYN / Keynote Systems Inc / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* KEYNOTE SYSTEMS INC (Name of Issuer) Common Stock (Title of Class of Securities) 493308100 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 10, 2012 DEF 14A

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

January 31, 2012 EX-99.01

Keynote Reports First Fiscal Quarter 2012 Results

Exhibit 99.01 Keynote Reports First Fiscal Quarter 2012 Results Keynote Posts $33.1 Million in Quarterly Revenue Exceeds Revenue, GAAP EPS and Non-GAAP EPS Guidance Quarterly Cash Dividend of $0.06 per Share SAN MATEO, Calif.-(BUSINESS WIRE)-January 31, 2012-Keynote® Systems (NASDAQ:KEYN), the global leader in Internet and mobile cloud monitoring, reported financial results for its first fiscal qu

January 31, 2012 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2012 KEYNOTE SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-27241 94-3226488 (Commission

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