UNITED
STATES
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OMB APPROVAL
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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OMB Number: 3235-0145
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Expires: February 28, 2009
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Schedule 13G
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Estimated average burden
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hours per response 10.4
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Under the
Securities Exchange Act of 1934
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(Amendment
No. ___)*
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The
KEYW Holding Corporation
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(Name
of Issuer)
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Common
Stock, $0.001 Par Value
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(Title
of Class of Securities)
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49372310
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(CUSIP
Number)
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December
31, 2010
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(Date
of Event which Requires Filing of this Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
is filed:
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¨ Rule
13d-1(b)
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¨ Rule
13d-1(c)
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x Rule
13d-1(d)
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CUSIP
No. 49372310
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13G
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Page
2 of 14 Pages
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1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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||||
Vedanta
Opportunities Fund, L.P.
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|||||
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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||||
(a)
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¨
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||||
(b)
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x
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||||
3
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SEC
USE ONLY
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||||
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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||||
Delaware
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|||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
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|||
1,969,092
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|||||
6
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SHARED
VOTING POWER
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||||
- 0
- (See Item 4)
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|||||
7
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SOLE
DISPOSITIVE POWER
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1,969,092
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|||||
8
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SHARED
DISPOSITIVE POWER
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||||
- 0
- (See Item 4)
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|||||
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||||
1,969,092
(See Item 4)
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|||||
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.6%
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|||||
12
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TYPE
OF REPORTING PERSON (See Instructions)
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PN
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CUSIP
No. 49372310
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13G
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Page
3 of 14 Pages
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1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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||||
Vedanta
Associates, L.P.
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|||||
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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||||
(a)
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¨
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||||
(b)
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x
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||||
3
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SEC
USE ONLY
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||||
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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||||
Delaware
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|||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
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- 0
-
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|||||
6
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SHARED
VOTING POWER
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1,969,092
(See Item 4)
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|||||
7
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SOLE
DISPOSITIVE POWER
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||||
- 0
-
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|||||
8
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SHARED
DISPOSITIVE POWER
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1,969,092
(See Item 4)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,969,092
(See Item 4)
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|||||
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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¨
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|||
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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||||
7.6%
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|||||
12
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TYPE
OF REPORTING PERSON (See Instructions)
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||||
PN
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CUSIP
No. 49372310
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13G
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Page
4 of 14 Pages
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1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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||||
Vedanta
Partners, LLC
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|||||
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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||||
(a)
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o
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||||
(b)
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x
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||||
3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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||||
Delaware
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|||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
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- 0
-
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|||||
6
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SHARED
VOTING POWER
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1,969,092
(See Item 4)
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7
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SOLE
DISPOSITIVE POWER
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- 0
-
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|||||
8
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SHARED
DISPOSITIVE POWER
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1,969,092
(See Item 4)
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|||||
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,969,092
(See Item 4)
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|||||
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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¨
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|||
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.6%
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|||||
12
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TYPE
OF REPORTING PERSON (See Instructions)
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||||
OO
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CUSIP
No. 49372310
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13G
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Page
5 of 14 Pages
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1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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||||
Alessandro
Piol
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|||||
2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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||||
(a)
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¨
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||||
(b)
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x
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||||
3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Italy
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|||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
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- 0
-
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|||||
6
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SHARED
VOTING POWER
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1,969,092
(See Item 4)
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7
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SOLE
DISPOSITIVE POWER
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- 0
-
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|||||
8
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SHARED
DISPOSITIVE POWER
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1,969,092
(See Item 4)
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|||||
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||||
1,969,092
(See Item 4)
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|||||
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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¨
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|||
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.6%
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|||||
12
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TYPE
OF REPORTING PERSON (See Instructions)
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||||
IN
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CUSIP
No. 49372310
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13G
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Page
6 of 14 Pages
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1
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NAMES
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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Parag
Saxena
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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||||
(a)
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¨
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||||
(b)
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x
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||||
3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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||||
India
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|||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
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- 0
-
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|||||
6
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SHARED
VOTING POWER
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1,969,092
(See Item 4)
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7
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SOLE
DISPOSITIVE POWER
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||||
- 0
-
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|||||
8
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SHARED
DISPOSITIVE POWER
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||||
1,969,092
(See Item 4)
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|||||
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||||
1,969,092
(See Item 4)
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|||||
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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¨
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|||
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.6%
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|||||
12
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TYPE
OF REPORTING PERSON (See Instructions)
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||||
IN
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Item 1(a)
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Name of
Issuer:
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Item
1(b)
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Address of Issuer’s
Principal Executive Offices:
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Item
2(a)
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Name of Person
Filing:
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Item
2(b)
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Address of Principal
Business Office or, if none,
Residence:
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Item
2(c)
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Citizenship:
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Item
2(d)
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Title of Class of
Securities:
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Item
2(e)
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CUSIP
Number:
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CUSIP
No. 49372310
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13G
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Page
8 of 14 Pages
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Item
3
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If this statement is
filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is
a:
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(a)
¨
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
¨
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
¨
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
¨
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
¨
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
¨
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
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(g)
¨
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G).
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(h)
¨
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.
1813).
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(i)
¨
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
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(j)
¨
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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Item 4
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Ownership:
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(a)
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Amount
beneficially owned: VOF beneficially owns 1,969,092 shares of
Common Stock, consisting of: (i) 1,272,728 shares of Common Stock and (ii)
warrants exercisable for 696,364 shares of Common Stock (the
“Warrants”). The GP is the sole general partner of VOF
and may be deemed to indirectly beneficially own the shares of Common
Stock held by VOF. The UGP is the sole general partner of the
GP and may be deemed to indirectly beneficially own the shares of Common
Stock held by VOF. Voting and investment power with respect to
the shares held by VOF is exercised typically by consensus (but at a
minimum by the majority vote) of a six person investment committee
composed of Messrs. Howard Goldstein, Michael Patterson, Alessandro Piol,
Lawrence Posner, Shrikant Sathe and Parag Saxena. The
composition of the investment committee is ultimately controlled by
Messrs. Piol and Saxena, and, as such, each may be deemed to have indirect
beneficial ownership of the shares held by
VOF.
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CUSIP
No. 49372310
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13G
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Page
9 of 14 Pages
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(b)
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Percent
of class: VOF beneficially owns 1,969,092 shares of Common
Stock, or approximately 7.6% of the total number of shares of Common Stock
outstanding, and the GP, the UGP and Messrs. Saxena and Piol may be deemed
to have indirect beneficial ownership of 1,969,092 shares of Common Stock,
or approximately 7.6% of the total number of shares of Common Stock
outstanding.
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(c)
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Number
of shares as to which such person
has:
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(i)
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sole
power to vote or to direct the vote: See Item 5 of each cover
page
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(ii)
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shared
power to vote or to direct the vote: See Item 6 of each cover
page
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(iii)
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sole
power to dispose or to direct the disposition of: See Item 7 of
each cover page
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(iv)
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shared
power to dispose or to direct the disposition of: See Item 8 of
each cover page
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Item
5
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Ownership of Five
Percent or Less of a Class:
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Item
6
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Ownership of More Than
Five Percent on Behalf of Another
Person:
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Item
7
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
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Item
8
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Identification and
Classification of Members of the
Group:
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CUSIP
No. 49372310
|
13G
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Page
10 of 14 Pages
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Item
9
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Notice of Dissolution
of Group:
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Item
10
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Certification:
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VEDANTA
OPPORTUNITIES FUND, L.P.
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By:
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Vedanta
Associates, L.P.
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Its:
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General
Partner
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By:
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Vedanta
Partners, LLC
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Its:
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General
Partner
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By:
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/s/ Parag Saxena
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Name:
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Parag
Saxena
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Title:
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CEO
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VEDANTA
ASSOCIATES, L.P.
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By:
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Vedanta
Partners, LLC
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Its:
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General
Partner
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By:
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/s/ Parag Saxena
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Name:
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Parag
Saxena
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Title:
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CEO
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VEDANTA
PARTNERS, LLC
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By:
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/s/ Parag Saxena
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Name:
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Parag
Saxena
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Title:
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CEO
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ALESSANDRO
PIOL
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/s/ Alessandro Piol
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PARAG
SAXENA
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/s/ Parag
Saxena
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Exhibit
Number
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Exhibit Description
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99.1
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Joint
Filing Agreement
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