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*
AOKI DONALD J

(Last) (First) (Middle)
777 MARINERS ISLAND BLVD.

(Street)
SAN MATEO CA 94404

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KEYNOTE SYSTEMS INC [ KEYN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr VP & General Manager of CEM
3. Date of Earliest Transaction (Month/Day/Year)
08/08/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 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 08/08/2007 08/08/2007 M 15,000(1) A $8 15,000 D
Common Stock 08/08/2007 08/08/2007 S 15,000(1) D $14.6 0 D
Common Stock 30,612 I Aoki Family Trust(2)
Common Stock 2,842 I Uniform Gift to Minors custodial accounts for Caroline Aoki and Mark Aoki(3)
Common Stock 350 I Frank & Jeanne Aoki Revocable Trust(4)
Common Stock 19,342(5) D
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
Employee Stock Option (Right to Purchase) $8 08/08/2007 08/08/2007 M 15,000(1) 06/28/2002(6) 06/28/2009 Common Stock 15,000 $8 10,000 D
Employee Stock Option (Right to Purchase) $11.98 07/01/2006(7) 07/01/2015 Common Stock 0 30,000 D
Employee Stock Option (Right to Purchase) $13.01 07/16/2005(7) 07/16/2014 Common Stock 0 25,000 D
Employee Stock Option (Right to Purchase) $10.31 07/01/2007(7) 07/01/2016 Common Stock 0 25,000 D
Employee Stock Option (Right to Purchase) $35.87 08/11/2003(8) 08/11/2010 Common Stock 0 30,000 D
Employee Stock Option (Right to Purchase) $9.02 07/18/2002(7) 07/18/2011 Common Stock 0 120,000 D
Employee Stock Option (Right to Purchase) $7.27 07/01/2003(7) 07/01/2012 Common Stock 0 35,000 D
Employee Stock Option (Right to Purchase) $10.73 07/18/2004(7) 07/18/2013 Common Stock 0 40,000 D
Employee Stock Option (Right to Purchase) $12.76 11/16/2005(7) 11/16/2014 Common Stock 0 25,000 D
Employee Stock Option (Right to Purchase) $8 06/28/1999(9) 06/28/2009 Common Stock 0 3,750 D
Explanation of Responses:
1. Sale under an established 10b5-1 plan.
2. Represents 30,612 shares held in the Aoki Family Trust. The Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the shares.
3. Represents 2,842 shares held by the Reporting Person as Trustee for trusts for each of his minor children. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the shares.
4. Represents 350 shares held by the Frank and Jeanne Aoki Revocable Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the shares.
5. Shares were purchased through a qualified ESPP.
6. Shares vest ratably monthly beginning 6/28/2002 becoming fully vested as of 6/28/2003.
7. Option is exercisable as to (i)25% of the total shares as of this first anniversary date and (ii)2.083% of the total number of shares each month thereafter.
8. Options vest ratably monthly beginning 08/11/03 becoming fully vested as of 8/11/2004.
9. Shares vest monthly over 2 years becoming fully vested on 06/28/2001
Remarks:
/s/ Don Aoki by James Zhan, Attorney-in-Fact 08/09/2007
** 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 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).
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.