Keysight (KEYS) Form 4 Keysight / Ronald S. Nersesian 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^*

Nersesian Ronald S.

(Last) (First) (Middle)

1400 FOUNTAINGROVE PARKWAY

(Street)

SANTA ROSA CA 95403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Keysight Technologies, Inc. [ KEYS ]

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 CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2017

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	06/23/2017		M		40,862	A	$19.62	509,290.153(1)	D
Common Stock	06/23/2017		S(2)		40,862	D	$38.0936(3)	468,428.153	D
Common Stock	06/23/2017		M		101,135	A	$20.74	569,563.153	D
Common Stock	06/23/2017		S(2)		101,135	D	$38.1845(4)	468,428.153	D
Common Stock	06/23/2017		M		188,454	A	$19.97	656,882.153	D
Common Stock	06/23/2017		S(2)		188,454	D	$38.3874(5)	468,428.183	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)(6)	$19.62	06/23/2017		M			40,862	11/17/2011(7)	11/16/2020	Common Stock	40,862	$0	0	D
Employee Stock Option (Right to Buy)(6)	$20.74	06/23/2017		M			101,135	11/17/2012(7)	11/16/2021	Common Stock	101,135	$0	0	D
Employee Stock Option (Right to Buy)(6)	$19.97	06/23/2017		M			188,454	11/21/2013(7)	11/20/2022	Common Stock	188,454	$0	0	D

Explanation of Responses:

1. Includes 153.205 shares acquired in an Employee Stock Purchase Plan under Section 423 of The Internal Revenue Code of 1986, as amended, in a transaction exempt under Rule 16b-3.

2. The sale of the shares was made as part of Mr. Nersesian's personal investment and financial planning needs, including individual asset diversification.

3. Average weighted price is $38.0936, with a range from $38.06 to $38.115

4. Average weighted price is $38.1845, with a range from $38.17 to $38.205

5. Average weighted price is $38.3874, with a range from $38.08 to $38.60

6. Right to buy Keysight Technologies, Inc. common stock granted under the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan in compliance with Rule 16b-3.

7. The option is exercisable in four equal annual installments beginning on the first anniversary of the date of the grant. The first vesting date is stated.

	Jeffrey K. Li, Attorney-in-fact for Ronald S. Nersesian	06/27/2017
	** 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).
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