SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rutherford John C

(Last)

(First)

(Middle)

C/O PARTHENON INVESTORS, L.P.

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KENEXA CORP [ KNXA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/29/2005⁽³⁾		X		194,038	A	$0.01	194,038	I	By Parthenon Investors, L.P.⁽¹⁾
Common Stock	06/29/2005⁽³⁾		X		4,076	A	$0.01	4,076	I	By PCIP Investors⁽²⁾
Common Stock	06/29/2005⁽⁴⁾		X		155,230	A	$0.01	155,230	I	By Parthenon Investors, L.P.⁽¹⁾
Common Stock	06/29/2005⁽⁴⁾		X		3,277	A	$0.01	3,277	I	By PCIP Investors⁽²⁾
Common Stock	06/29/2005⁽⁵⁾		C		1,922,616	A	⁽⁵⁾	1,922,616	I	By Parthenon Investors, L.P.⁽¹⁾
Common Stock	06/29/2005⁽⁵⁾		C		40,608	A	⁽⁵⁾	40,608	I	By PCIP Investors⁽²⁾
Common Stock	06/29/2005⁽⁶⁾		C		635,503	A	⁽¹²⁾	635,503	I	By Parthenon Investors, L.P.⁽¹⁾
Common Stock	06/29/2005⁽⁶⁾		C		22,406	A	⁽¹²⁾	22,406	I	By PCIP Investors⁽²⁾
Common Stock	06/29/2005⁽⁷⁾		J⁽⁹⁾		316,701	A	$12⁽⁹⁾	316,701	I	By Parthenon Investors, L.P.⁽¹⁾
Common Stock	06/29/2005⁽⁷⁾		J⁽⁹⁾		11,166	A	$12⁽⁹⁾	11,166	I	By PCIP Investors⁽²⁾
Common Stock	06/29/2005⁽⁸⁾		J⁽⁹⁾		638,991	A	$12⁽⁹⁾	638,991	I	By Parthenon Investors, L.P.⁽¹⁾
Common Stock	06/29/2005⁽⁸⁾		J⁽⁹⁾		13,492	A	$12⁽⁹⁾	13,492	I	By PCIP Investors⁽²⁾
Series A Redeemable Preferred Stock	06/29/2005		J⁽⁹⁾		8,164.69	D	⁽⁹⁾	0	I	By Parthenon Investors, L.P.⁽¹⁾
Series A Redeemable Preferred Stock	06/29/2005		J⁽⁹⁾		287.86	D	⁽⁹⁾	0	I	By PCIP Investors⁽²⁾
Series B Redeemable Preferred Stock	06/29/2005		J⁽⁹⁾		10,624.42	D	⁽⁹⁾	0	I	By Parthenon Investors, L.P.⁽¹⁾
Series B Redeemable Preferred Stock	06/29/2005		J⁽⁹⁾		224.33	D	⁽⁹⁾	0	I	By PCIP Investors⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A-1 Common Stock Purchase Warrant	$0.01	06/29/2005		X			194,200⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	194,038⁽¹⁰⁾	$0.01	0	I	By Parthenon Investors, L.P.⁽¹⁾
Class A-1 Common Stock Purchase Warrant	$0.01	06/29/2005		X			4,080⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	4,076⁽¹⁰⁾	$0.01	0	I	By PCIP Investors⁽²⁾
Class A-2 Common Stock Purchase Warrant	$0.01	06/29/2005		X			155,360⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	155,230⁽¹⁰⁾	$0.01	0	I	By Parthenon Investors, L.P.⁽¹⁾
Class A-2 Common Stock Purchase Warrant	$0.01	06/29/2005		X			3,280⁽¹⁰⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,277⁽¹⁰⁾	$0.01	0	I	By PCIP Investors⁽²⁾
Class B Common Stock	⁽¹⁰⁾	06/29/2005		C			48,065.4	⁽¹³⁾	⁽¹³⁾	Common Stock	1,922,616⁽¹⁰⁾	⁽⁵⁾⁽¹³⁾	0	I	By Parthenon Investors, L.P.⁽¹⁾
Class B Common Stock	⁽¹⁰⁾	06/29/2005		C			1,015.2	⁽¹³⁾	⁽¹³⁾	Common Stock	40,608⁽¹⁰⁾	⁽⁵⁾⁽¹³⁾	0	I	By PCIP Investors⁽²⁾
Class C Common Stock	⁽¹⁰⁾⁽¹²⁾	06/29/2005		C			495,006.12	⁽¹³⁾	⁽¹³⁾	Common Stock	850,672⁽¹⁰⁾⁽¹²⁾	⁽¹²⁾⁽¹³⁾	0	I	By: Parthenon Investors, L.P.⁽¹⁾
Class C Common Stock	⁽¹⁰⁾⁽¹²⁾	06/29/2005		C			17,451.9	⁽¹³⁾	⁽¹³⁾	Common Stock	22,406⁽¹⁰⁾⁽¹²⁾	⁽¹²⁾⁽¹³⁾	0	I	By PCIP Investors⁽²⁾

1. Name and Address of Reporting Person^*

Rutherford John C

(Last)

(First)

(Middle)

C/O PARTHENON INVESTORS, L.P.

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PARTHENON INVESTORS L P

(Last)

(First)

(Middle)

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Parthenon Investment Advisors, LLC

(Last)

(First)

(Middle)

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Parthenon Investment Partners, LLC

(Last)

(First)

(Middle)

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PCIP Investors

(Last)

(First)

(Middle)

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

J&R Investment Management Company, LLC

(Last)

(First)

(Middle)

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

0219

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

JACQUET ERNEST K

(Last)

(First)

(Middle)

C/O PARTHENON INVESTORS, L.P.

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. John C. Rutherford ("JCR") and Ernest K. Jacquet ("EKJ") are the managing members of Parthenon Investment Partners, LLC, which is the managing member of Parthenon Investment Advisors, LLC, which is the general partner of Parthenon Investors, L.P. JCR and EKJ disclaim beneficial ownership of such shares except to the extent of the pecuniary interest therein.

2. JCR and EKJ are the managing members of J&R Investment Management Company, LLC, which is the managing member of Parthenon Capital, LLC, which is the managing member of PCIP Investors. JCR and EKJ disclaim beneficial ownership of such shares except to the extent of the pecuniary interest therein.

3. Issued upon exercise of Class A-1 Common Stock Purchase Warrants (the "A-1 Warrants").

4. Issued upon exercise of Class A-2 Common Stock Purchase Warrants (the "A-2 "Warrants").

5. Issued upon conversion of each share of Class B Common Stock into 40 shares of Common Stock (after giving effect to the 8-for-1 reverse stock split of the Common Stock).

6. Issued upon conversion of Class C Common Stock.

7. Issued upon redemption of Series A Redeemable Preferred Stock.

8. Issued upon redemption of Series B Redeemable Preferred Stock.

9. Each share of Series A Redeemable Preferred Stock and Series B Redeemable Preferred Stock was automatically redeemed by the Issuer upon the closing of the initial public offering of its Common Stock (the "IPO") for a combination of $944.59 in cash and shares of Common Stock valued at the initial public offering price of $12 per share.

10. Reflects a 0.8-for-1 reverse stock split and the reclassification of the Issuer's Class A Common Stock into Common Stock pursuant to an amendment to the Issuer's Third Amended and Restated Articles of Incorporation (the "Articles") which became effective on June 27, 2005.

11. Pursuant to an agreement among the Issuer and the holders of its preferred stock and the holders of the A-1 Warrants and A-2 Warrants (the "Investor Agreement") dated April 8, 2005, the holders of the A-1 Warrants and A-2 Warrants exercised all of the outstanding A-1 Warrants and A-2 Warrants upon the closing of the initial public offering of the Issuer's Common Stock.

12. In addition to the conversion of each share of Class C Common Stock into one share of Common Stock, the holders of each share of Class C Common Stock received upon the closing of the Issuer's IPO 29.333336 additional shares of Common Stock (after giving effect to the 0.8-for-1 reverse stock split) for each share of Series A Participating Preferred Stock owned by such holder, with the maximum provided for in the Articles of 878,609 Top-Up Shares (after giving effect to the 0.8-for-1 reverse stock split) issued to all holders of Class C Common Stock upon the conversion of all of the outstanding shares of Class C Common Stock.

13. Automatically converted into Common Stock upon the IPO.

Remarks:

	John C. Rutherford, Managing Member	06/30/2005
	** Signature of Reporting Person	Date
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