KEYNOTE SYSTEMS INC - DEF 14A - 20030227 - SECURITY_OWNERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information as to the beneficial ownership of our common stock as of January 31, 2003 by:
•
each stockholder known by us to be the beneficial owner of more than 5% of our common stock;
•
each of our directors;
•
our Chief Executive Officer and four other most highly compensated executive officers whose salary and bonus for the fiscal year ending September 30, 2002 was more
than $100,000; and
•
directors and executive officers as a group.
The percentage ownership is based on 22,971,677 shares of common stock outstanding as of January 31, 2003. Shares of common stock that are
subject to options currently exercisable or exercisable within 60 days of January 31, 2003, are deemed outstanding for the purposes of computing the percentage ownership of the person holding these options but are not deemed outstanding for
computing the percentage ownership of any other person. Beneficial ownership is determined under the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Unless indicated
below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Unless otherwise noted, the address
for each of the 5% or greater stockholders listed below is c/o Keynote Systems, Inc., 777 Mariners Island Boulevard, San Mateo, CA 94404.
Shares Beneficially Owned
Name of Beneficial Owner
Number of Shares
Percent
Umang Gupta(1)
2,863,409
12.1
%
FMR Corp.(2)
82 Devonshire Street
Boston, MA 02109
2,724,067
11.9
Cannell Capital LLC(3)
150 California Street, 5th Floor
San Francisco, CA 94111
1,608,500
7.0
Donald Aoki(4)
206,229
*
David Cowan(5)
198,251
*
John Flavio(6)
187,328
*
Lloyd Taylor(7)
183,803
*
Rich Rudolph(8)
51,758
*
Stratton Sclavos(9)
50,000
*
Mohan Gyani(10)
31,944
*
Deborah Rieman(10)
31,944
*
Geoffrey Penney(11)
16,666
*
All 11 directors and executive officers as a group(12)
3,852,285
15.9
%
*
Indicates beneficial ownership of less than 1%.
(1)
Includes 70,000 shares held by the Gupta Family 1999 Irrevocable Trust. Mr. Gupta disclaims beneficial ownership of these shares except to the extent of his
pecuniary interest in the shares. Includes 712,499 shares subject to options exercisable within 60 days of January 31, 2003.
(2)
Based solely on information provided by FMR Corp. as of December 31, 2002 in an amended Schedule 13G filed with the Securities and Exchange Commission on
February 13, 2003. According to this Schedule 13G, FMR Corp. may be deemed to share voting and/or investment power with respect to these shares with certain affiliated companies and persons listed in the Schedule 13G.
Based solely on information provided by Cannell Capital LLC as of December 31, 2002 in an amended Schedule 13G filed with the Securities and Exchange Commission on
February 14, 2003. According to this Schedule 13G, Cannell Capital LLC may be deemed to share voting and/or investment power with respect to these shares with certain affiliated companies and persons listed in the Schedule 13G.
(4)
Includes 2,042 shares held by Mr. Aoki as trustee for his minor children and 950 shares held by the Frank and Jeanne Aoki Revocable Trust, over which Mr. Aoki
exercises investment power. Mr. Aoki disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the shares. Includes 91,249 shares subject to options exercisable within 60 days of January 31, 2003.
(5)
Includes 50,000 shares subject to options exercisable within 60 days of January 31, 2003.
(6)
Includes 168,331 shares subject to options exercisable within 60 days of January 31, 2003.
(7)
Includes 123,949 shares held by the Taylor Family Trust. Includes 59,854 shares subject to options exercisable within 60 days of January 31, 2003.
(8)
Includes 46,875 shares subject to options exercisable within 60 days of January 31, 2003.
(9)
Represents 50,000 shares subject to options exercisable within 60 days of January 31, 2003.
(10)
Includes 39,419 shares subject to options exercisable within 60 days of January 31, 2003.
(11)
Represents 16,666 shares subject to options exercisable within 60 days of January 31, 2003.
(12)
Includes 1,296,862 shares subject to options exercisable within 60 days of January 31, 2003.
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