0001323953-12-000006.txt : 20120213 0001323953-12-000006.hdr.sgml : 20120213 20120213172950 ACCESSION NUMBER: 0001323953-12-000006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEYNOTE SYSTEMS INC CENTRAL INDEX KEY: 0001032761 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943226488 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56991 FILM NUMBER: 12600580 BUSINESS ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD. CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 650-403-2400 MAIL ADDRESS: STREET 1: 777 MARINERS ISLAND BLVD. CITY: SAN MATEO STATE: CA ZIP: 94404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RGM Capital, LLC CENTRAL INDEX KEY: 0001323953 IRS NUMBER: 061685711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6621 WILLOW PARK DRIVE STREET 2: SUITE ONE CITY: NAPLES STATE: FL ZIP: 34109 BUSINESS PHONE: 239-593-1280 MAIL ADDRESS: STREET 1: 6621 WILLOW PARK DRIVE STREET 2: SUITE ONE CITY: NAPLES STATE: FL ZIP: 34109 SC 13G/A 1 rgmkeyn13g2011.txt KEYN 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 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 Schedule is filed: [X] Rule 13d-1(b) [_] Rule 13d-1(c) [_] Rule 13d-1(d) ---------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 493308100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RGM Capital, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.00% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA -------------------------------------------------------------------------------- CUSIP No. 493308100 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert G. Moses 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.00% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC -------------------------------------------------------------------------------- CUSIP No. 493308100 --------------------- Item 1(a). Name of Issuer: Keynote Systems Inc. ------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 777 Mariners Island Blvd., San Mateo CA, 94404 ------------------------------------------------------------------- Item 2(a). Name of Person Filing: Robert G. Moses ------------------------------------------------------------------- (b). Address of Principal Business Office, or if None, Residence: 9010 Strada Stell Court, Suite 105, Naples, FL 34109 ------------------------------------------------------------------- (c). Citizenship: United States ------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock ------------------------------------------------------------------- (e). CUSIP Number: 493308100 ------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with s.240.13d-1(b)(1) (ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 0 ------------------------------------------------------------------- (b) Percent of class: 0.00% ------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 --------------------, (ii) Shared power to vote or to direct the vote 0 --------------------, (iii) Sole power to dispose or to direct the disposition of 0 --------------------, (iv) Shared power to dispose or to direct the disposition of 0 --------------------. Item 5. Ownership of Five Percent or Less of a Class. NOT APPLICABLE Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Robert G. Moses is the managing member of RGM Capital, LLC, a Delaware limited liability company that serves as the general partner of and exercises investment discretion over the accounts of, a number of investment vehicles. None of those investment vehicles has beneficial ownership of 5% or more of any class of the Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. NOT APPLICABLE Item 8. Identification and Classification of Members of the Group. NOT APPLICABLE Item 9. Notice of Dissolution of Group. NOT APPLICABLE --------------------------------------------------------------------- Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 2012 ------------------------------------- (Date) RGM CAPITAL, LLC* By: /s/ Robert G. Moses --------------------------- Name: Robert G. Moses Title: Managing Member Robert G. Moses* By: /s/ Robert G. Moses --------------------------- * The Reporting Persons disclaim beneficial ownership of the shares reported herein except to the extent of their pecuniary interest. Exhibit A AGREEMENT The undersigned agree that this Amended Schedule 13G, dated February 13, 2012 relating to the Common Stock of Keynote Systems Inc., shall be filed on behalf of the undersigned. February 13, 2012 ------------------------------------- (Date) RGM CAPITAL, LLC By: /s/ Robert G. Moses --------------------------- Name: Robert G. Moses Title: Managing Member Robert G. Moses By: /s/ Robert G. Moses ---------------------------