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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Restivo James P 		2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CHIEF TECHNOLOGY OFFICER
(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    23917   D   (1) 26750   D    
COMMON STOCK   12/3/2012     D    26750   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)   $18.66   12/3/2012     D         25000      (3) 1/2/2013   COMMON STOCK   25000   $27.34   (4) 0   D    
STOCK OPTION (RIGHT TO BUY)   $5.11   12/3/2012     D         20000      (3) 11/25/2018   COMMON STOCK   20000   $40.89   (5) 0   D    
STOCK OPTION (RIGHT TO BUY)   $4.74   12/3/2012     D         40000      (6) 2/19/2019   COMMON STOCK   40000     (6) 0   D    
STOCK OPTION (RIGHT TO BUY)   $10.50   12/3/2012     D         40000      (7) 2/17/2020   COMMON STOCK   40000     (7) 0   D    
STOCK OPTION (RIGHT TO BUY)   $25.00   12/3/2012     D         1000      (8) 2/16/2021   COMMON STOCK   1000     (8) 0   D    
STOCK OPTION (RIGHT TO BUY)   $28.48   12/3/2012     D         20000      (9) 2/27/2022   COMMON STOCK   20000     (9) 0   D    

Explanation of Responses:
( 1)  In connection with a merger agreement between the Issuer and International Business Machines Corporation ("IBM"), this amount represents unvested Kenexa restricted stock units ("RSUs") that were cancelled in exchange for restricted stock units with respect to shares of IBM common stock ("IBM RSUs") using an exchange ratio of 0.240805 IBM RSUs for each Kenexa RSU.
( 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)  The stock option is fully vested and exercisable.
( 4)  Pursuant to the terms of the merger agreement, this option was cancelled in exchange for a cash payment of $683,500, representing the aggregate difference between the merger consideration of $46.00 per share and the exercise price of the option on the effictive date of the merger.
( 5)  Pursuant to the terms of the merger agreement, this option was cancelled in exchange for a cash payment of $817,800, representing the aggregate difference between the merger consideration of $46.00 per share and the exercise price of the option on the effictive date of the merger.
( 6)  This option was granted on February 19, 2009 and was vested as to 30,000 shares on the effective date of the merger. Pursuant to the terms of the merger agreement this option was, (i) with respect to 30,000 vested and unexercised shares, cancelled in exchange for a cash payment of $1,237,800, representing the aggregate difference between the merger consideration of $46.00 per share the exercise price of the option; and, (ii) with respect to 10,000 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $19.61/share, with the right to acquire each Issuer share converted into the right to acquire 0.2417 shares of IBM common stock.
( 7)  This option was granted on February 17, 2010 and was vested as to 20,000 shares on the effective date of the merger. Pursuant to the terms of the merger agreement this option was, (i) with respect to 20,000 vested and unexercised shares, cancelled in exchange for a cash payment of $710,000, representing the aggregate difference between the merger consideration of $46.00 per share the exercise price of the option; and, (ii) with respect to 20,000 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $43.44/share, with the right to acquire each Issuer share converted into the right to acquire 0.2417 shares of IBM common stock.
( 8)  This option was granted on February 16, 2011 and was vested as to 250 shares on the effective date of the merger. Pursuant to the terms of the merger agreement this option was, (i) with respect to 250 vested and unexercised shares, cancelled in exchange for a cash payment of $5,250, representing the aggregate difference between the merger consideration of $46.00 per share the exercise price of the option; and, (ii) with respect to 750 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $103.44/share, with the right to acquire each Issuer share converted into the right to acquire 0.2417 shares of IBM common stock.
( 9)  This option was granted on February 27, 2012 and, pursuant to the terms of the merger agreement this option was, with respect to 20,000 unvested shares, was converted into an option to acquire shares of IBM common stock at an exercise price of $117.84/share, with the right to acquire each Issuer share converted into the right to acquire 0.2417 shares of IBM common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Restivo James P
650 E. SWEDESFORD ROAD
SECOND FLOOR
WAYNE, PA 19087

CHIEF TECHNOLOGY OFFICER

Signatures
Donald F. Volk, as Attorney-In-Fact for James P. Restivo 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.
Kenexa Corp. (NYSE:KNXA)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Kenexa Corp. Charts.
Kenexa Corp. (NYSE:KNXA)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Kenexa Corp. Charts.