Schedule 13G Amendment No. 3

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RMVTFYtrmhixzUgkKKQrOfQWczGY9oFvnHNlfw4t9YuzU+x+ZFZy6tDPKh54QJk1 Hgi0++5U6zhCO7hjdqs6Bw== 0001193125-09-025334.txt : 20090211 0001193125-09-025334.hdr.sgml : 20090211 20090211145222 ACCESSION NUMBER: 0001193125-09-025334 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 GROUP MEMBERS: NOORUDDIN S. KARSAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Karsan Nooruddin S CENTRAL INDEX KEY: 0001326273 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 610.971.9171 MAIL ADDRESS: STREET 1: C/O KENEXA CORPORATION STREET 2: 650 EAST SWEDESFORD ROAD, 2ND FLOOR CITY: WAYNE STATE: PA ZIP: 19087 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KENEXA CORP CENTRAL INDEX KEY: 0001114714 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 233024258 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81548 FILM NUMBER: 09589303 BUSINESS ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: 2ND FLOOR CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109719171 MAIL ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: 2ND FLOOR CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: TALENTPOINT INC DATE OF NAME CHANGE: 20000515 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 3 Schedule 13G Amendment No. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 3)^*

Kenexa Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

488879107

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x 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 disclosures provided in a prior cover page.

The information required on 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. 488879107		SCHEDULE 13G


1		NAME OF REPORTING PERSON Nooruddin S. Karsan
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 1,242,079
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 1,042,079


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,242,079
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 5.5% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)	Based on 22,504,924 shares outstanding as of February 11, 2009.

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CUSIP No. 488879107		SCHEDULE 13G


1		NAME OF REPORTING PERSON Shirin N. Karsan
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 1,242,079
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 1,042,079


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,242,079
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 5.5% (1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)	Based on 22,504,924 shares outstanding as of February 11, 2009.

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This Amendment No. 3 to Schedule 13G (“Amendment No. 2”) amends and restates the initial statement on Schedule 13G filed by the reporting persons (as defined below) with the Securities and Exchange Commission (SEC) on February 14, 2006, as amended by Amendment No. 1 thereto filed with the SEC on February 12, 2007, and Amendment No. 2 thereto filed with the SEC on February 11, 2008. This Amendment No. 3 reflects the reporting persons beneficial ownership as of February 11, 2009.

Item 1

(a)

Name of Issuer:

Kenexa Corporation

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

650 East Swedesford Road

Wayne, Pennsylvania 19087

Item 2

(a)

Name of Person Filing:

Nooruddin S. Karsan and Shirin N. Karsan (collectively, the “reporting persons”)

Item 2

(b)

Address of Principal Business Office or, if none, Residence:

Nooruddin S. and Shirin N. Karsan

c/o Kenexa Corporation

650 East Swedesford Road

Wayne, Pennsylvania 19087

Item 2

(c)

Citizenship:

United States

Item 2

(d)

Title of Class of Securities:

Common Stock, par value $0.01 per share (“Common Stock”)

Item 2

(e)

CUSIP Number:

488879107

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

Investment company registered under Section 8 of the Investment Company Act;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:

Page 4 of 6


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:

		Nooruddin S. Karsan beneficially owns an aggregate of 1,242,079 shares of Common Stock jointly with his wife, Shirin N. Karsan. Pursuant to a variable post-paid forward contract to which Mr. Karsan is a party, Mr. Karsan has pledged 200,000 shares of Common Stock to secure his obligations under that contract; the reporting persons, however, have retained the power to vote such shares.

	(b)	Percent of class:

		Nooruddin S. Karsan beneficially owns 5.5% of the class. Shirin N. Karsan beneficially owns 5.5% of the class. Collectively, Nooruddin S. Karsan and Shirin N. Karsan beneficially own 5.5% of the class.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

			Nooruddin S. Karsan does not have sole power to vote or to direct any shares of Common Stock. Shirin N. Karsan does not have sole power to vote or to direct the vote of any shares of Common Stock.

		(ii)	Shared power to vote or to direct the vote:

			Nooruddin S. Karsan and Shirin N. Karsan have shared power to vote or to direct the vote of 1,242,079 shares of Common Stock.

		(iii)	Sole power to dispose or to direct the disposition of:

			Nooruddin S. Karsan does not have sole power to dispose or to direct the disposal of any shares of Common Stock. Shirin N. Karsan does not have sole power to dispose or to direct the disposal of any shares of Common Stock.

		(iv)	Shared power to dispose or to direct the disposition of:

			Nooruddin S. Karsan and Shirin N. Karsan have shared power to dispose or to direct the disposal of 1,242,079 shares of Common Stock.

Item 5	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨

Item 6	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

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 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.

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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.

Dated: February 11, 2009

/s/ Nooruddin S. Karsan

Nooruddin S. Karsan

/s/ Shirin N. Karsan

Shirin N. Karsan

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