SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
CITIGROUP INC

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/06/2007
3. Issuer Name and Ticker or Trading Symbol
KEANE, INC. [ KEA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
02/16/2007
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.10 per share 13,100(1) I See Footnote(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The shares of Common Stock ("Common") reported in Table I represent 13,100 Common directly beneficially owned by Tribeca Global Investments L.P. ("TGI"). TGI is jointly managed by Tribeca Global Management LLC ("TGM"), Tribeca Global Management (Europe) Ltd ("TGME") and Tribeca Global Management (Asia) Pte. Ltd. ("TGMA", and together with TGM and TGME, "Tribeca"). Citigroup Investments Inc. ("CII") is the sole member of TGM, which is the sole shareholder of TGME and TGMA. Citigroup Inc. is the sole shareholder of CII. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
2. In addition to the securities reported herein, the Reporting Persons may be deemed to beneficially own additional securities of the Issuer pursuant to the Stockholder Voting Agreement (the "Voting Agreement") between certain affiliates of the Reporting Persons and certain stockholders of the Issuer. The Voting Agreement was entered into to facilitate the transactions described on the Schedule 13D filed on February 20, 2007 by the Reporting Persons.
Remarks:
This amendment is being filed solely to indicate the securities reported in Table I are directly beneficially owned by Tribeca Global Investments L.P., not by Tribeca Global Management LLC as originally indicated in the Form 3 filed February 16, 2007. Accordingly, Tribeca Global Investments L.P., Tribeca Global Management (Europe) Ltd and Tribeca Global Management (Asia) Pte. Ltd. have been added as Reporting Persons to this Form 3.
Citigroup Inc., By: /s/ Riqueza V. Feaster, Assistant Secretary 02/27/2007
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.