FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kanter Troy A 		2. Issuer Name and Ticker or Trading Symbol

KENEXA CORP [ KNXA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
PRESIDENT AND COO
(Last)          (First)          (Middle)

650 E. SWEDESFORD ROAD, SECOND FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/3/2012
(Street)

WAYNE, PA 19087
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/3/2012     D    67500   D $46.00   (1) 278686   D    
COMMON STOCK   12/3/2012     D    278686   D $46.00   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
STOCK OPTION (RIGHT TO BUY)   $5.11   12/3/2012     D         225000      (3) 11/25/2018   COMMON STOCK   225000   $40.89   (3) 0   D    
STOCK OPTION (RIGHT TO BUY)   $4.74   12/3/2012     D         25000      (4) 2/19/2019   COMMON STOCK   25000   $41.26   (4) 0   D    
STOCK OPTION (RIGHT TO BUY)   $10.50   12/3/2012     D         75000      (5) 2/17/2020   COMMON STOCK   75000   $35.50   (5) 0   D    
STOCK OPTION (RIGHT TO BUY)   $25.00   12/3/2012     D         100000      (6) 2/16/2021   COMMON STOCK   100000   $21.00   (6) 0   D    
STOCK OPTION (RIGHT TO BUY)   $28.48   12/3/2012     D         100000      (7) 2/27/2022   COMMON STOCK   100000   $17.52   (7) 0   D    

Explanation of Responses:
( 1)  In connection with a merger agreement between the Issuer and International Business Machines Corporation ("IBM"), this amount represents restricted stock units ("RSUs") that were fully accelerated and cancelled in exchange for a cash payment of $46.00 per share on the effective date of the merger.
( 2)  Disposed of pursuant to the merger agreement in exchange for a cash payment of $46.00 per share on the effective date of the merger.
( 3)  This option was granted on November 25, 2008 and was fully vested on November 25, 2012. Pursuant to the terms of the merger agreement, this option was cancelled in exchange for a cash payment of $9,200,250, representing the aggregate difference between the merger consideration of $46.00 per share and the exercise price of the option on the effective date of the merger.
( 4)  This option was granted on February 19, 2009 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $1,031,500, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option.
( 5)  This option was granted on February 17, 2010 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $2,662,500, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option.
( 6)  This option was granted on February 16, 2011 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $2,100,000, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option.
( 7)  This option was granted on February 27, 2012 and, following acceleration of vesting in connection with the merger, was fully vested on the effective date of the merger. Pursuant to the terms of the merger agreement this option was cancelled in full in exchange for a cash payment of $1,752,000, representing the difference between the merger consideration of $46.00 per share and the exercise price of the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kanter Troy A
650 E. SWEDESFORD ROAD
SECOND FLOOR
WAYNE, PA 19087 		X
PRESIDENT AND COO

Signatures
Donald F. Volk, as Attorney-In-Fact for Troy A. Kanter 12/4/2012
** 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 control number.
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