Hamilton Gail Form 4 IXIA / GAIL HAMILTON 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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X

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^*

HAMILTON GAIL

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2017

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	04/18/2017		D		60,288(1)(2)	D	$19.65	0	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
Employee Stock Option (Right to Buy)	$16.07	04/18/2017		D			10,000	(3)(4)	05/19/2018	Common Stock	10,000	(3)	0	D
Employee Stock Option (Right to Buy)	$11.6	04/18/2017		D			2,500	(3)(5)	05/11/2019	Common Stock	2,500	(3)	0	D
Employee Stock Option (Right to Buy)	$16.86	04/18/2017		D			13,000	(3)(6)	06/19/2020	Common Stock	13,000	(3)	0	D
Employee Stock Option (Right to Buy)	$9.13	04/18/2017		D			13,000	(3)(7)	10/02/2021	Common Stock	13,000	(3)	0	D
Employee Stock Option (Right to Buy)	$12.58	04/18/2017		D			15,000	(3)(8)	06/01/2022	Common Stock	15,000	(3)	0	D
Employee Stock Option (Right to Buy)	$10.3	04/18/2017		D			15,000	(3)(9)	06/02/2023	Common Stock	15,000	(3)	0	D

Explanation of Responses:

1. On April 18, 2017 (the "Closing Date"), Keysight Technologies, Inc. ("Keysight") acquired the Issuer pursuant to the Agreement and Plan of Merger, dated as of January 30, 2017 (the "Merger Agreement"), by and among the Issuer, Keysight, and, by a joinder dated February 2, 2017, Keysight Acquisition, Inc., a wholly-owned subsidiary of Keysight ("Merger Sub"). On the Closing Date, in accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger (the "Merger") as a wholly owned subsidiary of Keysight. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock outstanding immediately prior to the Effective Time (other than, if any, shares owned by Keysight or Merger Sub, or by any subsidiary of Keysight, Merger Sub, or the Issuer (except to the extent held on behalf of a third party)), was automatically cancelled and converted into the right to receive $19.65 per share in cash (the "per share merger consideration"), without interest and less any applicable withholding taxes required by law. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award ("RSU") that was outstanding immediately prior to the Effective Time automatically became fully vested and was cancelled in consideration for the right to receive a cash payment equal to the product of (a) the total number of shares of common stock subject to such RSU and (b) the per share merger consideration, without interest and less any applicable withholding taxes required by law. The Merger is more fully described in the Issuer's definitive proxy statement filed with the SEC on March 14, 2017.

2. Represents (i) 57,860 shares of common stock owned directly and (ii) 2,428 shares of common stock subject to unvested RSUs that were outstanding immediately prior to the Effective Time. The unvested RSUs were scheduled to vest on May 15, 2017; provided, however, that if the Issuer's 2017 Annual Meeting of Shareholders was held prior to May 15, 2017, the RSUs would have vested at the close of business on the business day immediately preceding the date of such Meeting.

3. Pursuant to the Merger Agreement, at the Effective Time, each stock option that was outstanding and unexercised immediately prior to the Effective Time automatically became fully vested (to the extent not then vested) and was cancelled in consideration for the right to receive a cash payment equal to the product of (a) the total number of shares of the Issuer's common stock subject to such cancelled stock option and (b) the excess, if any, of (1) the per share merger consideration over (2) the exercise price per share of such cancelled stock option, without interest and less any applicable withholding taxes required by law.

4. Option to purchase 10,000 shares vested in 4 equal quarterly installments commencing August 15, 2011.

5. Option to purchase 2,500 shares vested in 4 equal quarterly installments commencing August 15, 2012.

6. Option to purchase 13,000 shares vested in 4 equal quarterly installments commencing August 15, 2013.

7. Option to purchase 13,000 shares vested in 4 equal quarterly installments commencing October 10, 2014.

8. Option to purchase 15,000 shares vested in 4 equal quarterly installments commencing August 15, 2015.

9. Option to purchase 15,000 shares provided for vesting in 4 equal quarterly installments commencing August 15, 2016; provided, however, that if the Issuer's 2017 Annual Meeting of Shareholders was held prior to May 15, 2017, the final installment would have vested at the close of business on the business day immediately preceding the date of such Meeting.

Remarks:

	Gail Hamilton	04/20/2017
	** Signature of Reporting Person	Date
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