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*
Wafra Partners, Inc.

(Last) (First) (Middle)
345 PARK AVENUE
41ST FLOOR

(Street)
NEW YORK NY 10154

(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)
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)
Code V Amount (A) or (D) Price
Common Stock 06/29/2005(1) C 1,039,691 A (6) 1,039,691 I By Wafra Acquisition Fund 14, L.P.(2)
Common Stock 06/29/2005(3) J(4) 601,231 A $12(4) 601,231 I By Wafra Acquisition Fund 14, L.P.(2)
Series A Redeemable Preferred Stock 06/29/2005 J(4) 15,500 D (4) 0 I By Wafra Acquisition Fund 14, L.P.(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class C Common Stock (5)(6) 06/29/2005 C 731,280.18 (6) (6) Common Stock 1,039,691(5)(6) (6) 0 I By Wafra Acquisition Fund 14, L.P.
1. Name and Address of Reporting Person*
Wafra Partners, Inc.

(Last) (First) (Middle)
345 PARK AVENUE
41ST FLOOR

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Wafra Partners L.P.

(Last) (First) (Middle)
345 PARK AVENUE
41ST FLOOR

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Wafra Acquisition Fund 14, L.P.

(Last) (First) (Middle)
345 PARK AVENUE
41ST FLOOR

(Street)
NEW YORK NY 10154

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Issued upon the conversion of Class C Common Stock.
2. Wafra Partners, Inc. is the general partner of Wafra Partners, L.P. Wafra Partners, L.P. is the general partner of Wafra Acquisition Fund 14, L.P.
3. Issued upon redemption of Series A Redeemable Preferred Stock.
4. Each share of Series A 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 IPO price of $12 per share.
5. 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.
6. 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.
Remarks:
Anthony Barbuto, President 06/30/2005
** 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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