The KEYW Holding Corp Form 4 KEYW HOLDING / KENNETH A MINIHAN 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^*

MINIHAN KENNETH A

(Last) (First) (Middle)

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
	Officer (give title below)	Other (specify below)

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		32,346	D	$11.25	29,757	D
Common stock, par value $0.001	06/12/2019		D		29,757(1)	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
Non-qualified stock options	$5.5	06/12/2019		D			25,000	(2)	10/15/2019	Common stock, par value $0.001	25,000	$0	0	D
Non-qualified stock options	$10.98	06/12/2019		D			2,500	(3)	08/14/2022	Common stock, par value $0.001	2,500	$0	0	D
Non-qualified stock options	$11.27	06/12/2019		D			9,000	(4)	02/07/2023	Common stock, par value $0.001	9,000	$0	0	D
Non-qualified stock options	$17.11	06/12/2019		D			9,000	(4)	02/06/2024	Common stock, par value $0.001	9,000	$0	0	D

Explanation of Responses:

1. 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.

2. This option was cancelled in the merger in exchange for a cash payment of $143,750, representing the difference between the exercise price of the option and the offer price ($11.25 per share) pursuant to the Merger Agreement between the issuer and Jacobs Engineering Group Inc.

3. This option was cancelled in the merger in exchange for a cash payment of $675, representing the difference between the exercise price of the option and the offer price ($11.25 per share) pursuant to the Merger Agreement between the issuer and Jacobs Engineering Group Inc.

4. This option was cancelled pursuant to the Merger Agreement between the issuer and Jacobs Engineering Group Inc.

	/s/ Sarah E. Roberts as Attorney-in-Fact for Kenneth A. Minihan	06/13/2019
	** Signature of Reporting Person	Date
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