SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
The KEYW Holding Corporation
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
493723100
(CUSIP Number)
January 14, 2014
(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)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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).
SCHEDULE 13G
CUSIP No. 493723100 | Page 2 of 8 |
1 | Names of reporting persons
GEF MANAGEMENT CORPORATION | |||||
2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizen or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
6 | Shared voting power
1,638,638 (1) | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
1,638,638 (1) | |||||
9 |
Aggregate amount beneficially owned by each reporting person
1,638,638 (1) | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares
Not Applicable | |||||
11 | Percent of class represented by amount in Row 9
4.5% (2) | |||||
12 | Type of reporting person
CO |
(1) | Consists of (i) 1,638,638 shares of common stock, par value $0.001 (the Shares) held by GEF Capital Company Holdings, LLC, of which 829,546 represent presently exercisable rights to acquire common stock through warrants. |
(2) | The percentage is based on 36,763,431 Shares outstanding as of October 18, 2013. |
SCHEDULE 13G
CUSIP No. 493723100 | Page 3 of 8 |
1 | Names of reporting persons
GLOBAL ENVIRONMENT CAPITAL COMPANY, LLC | |||||
2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizen or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
6 | Shared voting power
1,638,638 (1) | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
1,638,638 (1) | |||||
9 |
Aggregate amount beneficially owned by each reporting person
1,638,638 (1) | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares
Not Applicable | |||||
11 | Percent of class represented by amount in Row 9
4.5% (2) | |||||
12 | Type of reporting person
OO (Limited Liability Company) |
(1) | Consists of (i) 1,638,638 Shares held by GEF Capital Company Holdings, LLC, of which 829,546 represent presently exercisable rights to acquire common stock through warrants. |
(2) | The percentage is based on 36,763,431 Shares outstanding as of October 18, 2013. |
SCHEDULE 13G
CUSIP No. 493723100 | Page 4 of 8 |
1 | Names of reporting persons
GEF CAPITAL COMPANY HOLDINGS, LLC | |||||
2 | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizen or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power
0 | ||||
6 | Shared voting power
1,638,638 (1) | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
1,638,638 (1) | |||||
9 |
Aggregate amount beneficially owned by each reporting person
1,638,638 (1) | |||||
10 | Check if the aggregate amount in Row (9) excludes certain shares
Not Applicable | |||||
11 | Percent of class represented by amount in Row 9
4.5% (2) | |||||
12 | Type of reporting person
OO (Limited Liability Company) |
(1) | Includes 829,546 presently exercisable rights to acquire common stock through warrants. |
(2) | The percentage is based on 36,763,431 Shares outstanding as of October 18, 2013. |
ITEM 1. | ||||
(a) | Name of Issuer: | |||
The KEYW Holding Corporation | ||||
(b) | Address of Issuers Principal Executive Offices: | |||
7740 Milestone Parkway, Suite 400 | ||||
Hanover, Maryland 21076 | ||||
ITEM 2. | ||||
(a) | Name of Person Filing: | |||
GEF Management Corporation Global Environment Capital Company, LLC GEF Capital Company Holdings, LLC | ||||
(b) | Address of Principal Business Office: | |||
c/o Global Environment Fund, 5471 Wisconsin Avenue, Suite 300 Chevy Chase, MD 20815 | ||||
(c) | Citizenship of each Reporting Person is: | |||
GEF Management Corporation is a Delaware corporation. Each of Global Environment Capital Company, LLC and GEF Capital Company Holdings, LLC is a Delaware limited liability company. | ||||
(d) | Title of Class of Securities: | |||
Common Stock, $0.001 par value per share | ||||
(e) | CUSIP Number: | |||
493723100 |
ITEM 3. |
Not applicable.
ITEM 4. | Ownership |
Ownership (a-c)
Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
GEF Management Corporation |
1,638,638 | 4.5 | % | 0 | 1,638,638 | 0 | 1,638,638 | |||||||||||||||||
Global Environment Capital Company, LLC |
1,638,638 | 4.5 | % | 0 | 1,638,638 | 0 | 1,638,638 | |||||||||||||||||
GEF Capital Company Holdings, LLC |
1,638,638 | 4.5 | % | 0 | 1,638,638 | 0 | 1,638,638 |
GEF Capital Company Holdings, LLC is the record holder of 1,638,638 Shares, of which 829,546 represent presently exercisable rights to acquire common stock through warrants.
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 5 percent of the class of securities, check the following x.
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 |
Not applicable.
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.
Date: February 14, 2014
GEF Management Corporation | ||
By: | /s/ Brian J. Foist | |
Name: Brian J. Foist | ||
Title: Chief Financial Officer | ||
Global Environment Capital Company, LLC | ||
By: | GEF Management Corporation, | |
as its managing member | ||
By: | /s/ Brian J. Foist | |
Name: Brian J. Foist | ||
Title: Chief Financial Officer | ||
GEF Capital Company Holdings, LLC | ||
By: | Global Environment Capital Company, LLC, | |
as its managing member | ||
By: | GEF Management Corporation, | |
as its managing member | ||
By: | /s/ Brian J. Foist | |
Name: Brian J. Foist | ||
Title: Chief Financial Officer |
LIST OF EXHIBITS
Exhibit |
Description | |
99 | Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons on February 14, 2011). |