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 *

Mayer Bethany 		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
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O IXIA, 26601 W. AGOURA ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/18/2017
(Street)

CALABASAS, CA 91302
(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   4/18/2017     D    80393   (1) (2) D $19.65   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
Employee Stock Option (Right to Buy)   $11.39   4/18/2017     D         237500      (3) (4) 2/26/2023   Common Stock   237500     (3) 0   D  
 
Employee Stock Option (Right to Buy)   $11.38   4/18/2017     D         175000      (3) (5) 2/27/2022   Common Stock   175000     (3) 0   D  
 
Employee Stock Option (Right to Buy)   $9.13   4/18/2017     D         700000      (3) (6) 10/2/2021   Common Stock   700000     (3) 0   D  
 
Performance Restricted Stock Units     (7) 4/18/2017     D         82400      (7)   (7) Common Stock   82400     (7) 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) 31,793 shares of common stock (including 858 shares acquired under the Ixia Employee Stock Purchase Plan on 04/11/2017) owned directly and (ii) 48,600 shares of common stock subject to RSUs outstanding immediately prior to the Effective Time. The RSUs, which were part of an award that had become earned and eligible for vesting on March 6, 2017 based on the extent to which the Issuer had achieved a financial performance goal for its combined 2015 and 2016 fiscal years, provided for vesting in eight equal quarterly installments, with the first installment vesting on May 15, 2017 and one additional installment vesting on the 15th day of the second calendar month of each calendar quarter thereafter.
(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 237,500 shares provided for vesting in sixteen substantially equal quarterly installments commencing on 06/30/2016.
(5)  Option to purchase 175,000 shares provided for vesting in sixteen equal quarterly installments commencing on 06/30/2015.
(6)  Option to purchase 700,000 shares provided for vesting as to 175,000 shares on 09/16/2015, and as to the remaining shares in 12 equal quarterly installments thereafter, commencing on 12/31/2015.
(7)  Performance-based RSUs ("PRSUs") granted on February 26, 2016 provided that they could become earned and eligible for vesting based on the extent to which the Issuer achieved a financial performance goal for its combined 2016 and 2017 fiscal years. The PRSUs provided that to the extent the PRSUs became earned and eligible for vesting, 50% would vest following certification of the awards in 2018, and the remaining 50% would vest in eight equal quarterly installments, with the first installment vesting on June 1, 2018, and one additional installment vesting on the 1st day of the third calendar month of each calendar quarter thereafter. Pursuant to the Merger Agreement and the terms of the awards, immediately prior to the Effective Time, the PRSUs became earned at the target performance level, and at the Effective Time became fully vested and were 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 earned PRSUs and (b) the per share merger consideration, without interest and less any applicable withholding taxes required by law.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mayer Bethany
C/O IXIA
26601 W. AGOURA ROAD
CALABASAS, CA 91302 		X
President and CEO

Signatures
Bethany Mayer 4/20/2017
** 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).
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.
Ixia (NASDAQ:XXIA)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Ixia Charts.
Ixia (NASDAQ:XXIA)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Ixia Charts.