Ixia (XXIA) Form 4 IXIA / Matthew S Alexander 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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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^*

Alexander Matthew S

(Last) (First) (Middle)

C/O IXIA

26601 WEST AGOURA ROAD

(Street)

CALABASAS CA 91302

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IXIA [ XXIA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2017

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	03/06/2017		A		23,550(1)	A	$0	52,045(2)	D
Common Stock	03/08/2017		S		4,524(3)	D	$19.5078	47,521	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

Explanation of Responses:

1. On February 27, 2015, the Reporting Person was granted a target number of 15,700 performance-based Restricted Stock Units ("RSUs"). Up to 150% of the RSUs could become earned and eligible for vesting, based on the extent to which Ixia achieved a financial performance goal (established for purposes of the RSUs) for the Company's combined 2015 and 2016 fiscal years. On March 6, 2017, 150% of such RSUs became earned and eligible for vesting. 11,775 RSUs vested on March 6, 2017, and the remaining 11,775 RSUs will vest in eight equal quarterly installments, with the first installment vesting on May 15, 2017 and one additional installment vesting on the fifteenth day of the second calendar month of each calendar quarter thereafter. Each RSU represents the right to receive one share of Ixia Common Stock to be issued and delivered on or within five business days following the applicable vesting date.

2. Includes 867 shares acquired under the Ixia Employee Stock Purchase Plan on 10/31/2016.

3. Represents shares sold to cover tax withholding obligations upon the vesting of restricted stock units.

Remarks:

Reporting Person is an Officer of the Issuer and his full title is: Senior Vice President, General Counsel, and Corporate Secretary.

	Matthew S. Alexander	03/08/2017
	** 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).
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