William John Weber Form 4 KEYW HOLDING / William John Weber ownership change

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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X

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^*

Weber William John

(Last) (First) (Middle)

THE KEYW HOLDING CORPORATION

7740 MILESTONE PARKWAY, SUITE 400

(Street)

HANOVER MD 21076

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KEYW HOLDING CORP [ KEYW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President/CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2019

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, par value $0.001	06/11/2019		U		47,528	D	$11.25	109,790	D
Common stock, par value $0.001	06/12/2019		D		84,790(1)	D	$11.25	25,000	D
Common stock, par value $0.001	06/12/2019		D		25,000(2)	D	$11.25	0	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
Long-Term Incentive Share rights	$0	06/12/2019		D			400,000	(3)	09/30/2020	Common stock, par value $0.001	400,000	$0	0	D
Performance-based restricted stock units	$0	06/12/2019		D			35,203	(4)	06/03/2021	Common stock, par value $0.001	35,203	$0	0	D
Performance-based restricted stock units	$0	06/12/2019		D			64,982	(4)	03/12/2022	Common stock, par value $0.001	64,982	$0	0	D

Explanation of Responses:

1. These restricted stock units were cancelled in the merger in exchange for a payment of $11.25 per share pursuant to the Merger Agreement between the issuer and Jacobs Engineering Group Inc.

2. These unvested restricted stock award shares were cancelled in the merger in exchange for a payment of $11.25 per share pursuant to the Merger Agreement between the issuer and Jacobs Engineering Group Inc.

3. These Long-Term Incentive Share rights, previously not deemed a derivative security for purposes of Section 16, were cancelled in the merger in exchange for a payment of $11.25 per share pursuant to the Merger Agreement between the issuer and Jacob Engineering Group Inc.

4. These performance-based restricted stock units, previously not deemed a derivative security for purposes of Section 16, were cancelled in the merger in exchange for a payment of $11.25 per share pursuant to the Merger Agreement between the issuer and Jacobs Engineering Group Inc.

	/s/ Sarah E. Roberts as Attorney-in-Fact for William John Weber	06/13/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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