Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2017

THE KEYW HOLDING CORPORATION

(Exact name of registrant as specified in its charter)



Maryland (State or other jurisdiction of incorporation)	001-34891 (Commission File Number)	27-1594952 (IRS Employer Identification No.)

7740 Milestone Parkway, Suite 400

Hanover, Maryland 21076

(Address of principal executive offices) (Zip Code)

(443) 733-1600

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):



	¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



	¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



	¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



	¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Amendment No.1 to the Form 8-K of The KeyW Holding Corporation (the “Company”) that initially was filed on March 23, 2017 (the “Initial 8-K”) is being filed (i) to add Item 9.01 with respect to the filing, as Exhibit 16.1 hereto, the requested letter from Grant Thornton, LLP, addressed to the Securities and Exchange Commission and stating whether or not it agrees with the certain statements in the Initial 8-K; and (ii) to include the letter as Exhibit 16.1 to this Amendment No.1. Except as noted above, no modifications or amendments have been made to the Initial 8-K.



Item 9.01		Financial Statements and Exhibits.

The following exhibit is filed with this report:



Exhibit Number		Description of Exhibit
16.1		Letter from Grant Thornton LLP, dated March 24, 2017, to the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.