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
                                                                                  
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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 *

FRAM JONATHAN
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)
(Last)          (First)          (Middle)

C/O IXIA, 26601 WEST 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    62788   (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)   $16.07   4/18/2017     D         10000      (3) (4) 5/19/2018   Common Stock   10000     (3) 0   D  
 
Employee Stock Option (Right to Buy)   $11.60   4/18/2017     D         10000      (3) (5) 5/11/2019   Common Stock   10000     (3) 0   D  
 
Employee Stock Option (Right to Buy)   $16.86   4/18/2017     D         13000      (3) (6) 6/19/2020   Common Stock   13000     (3) 0   D  
 
Employee Stock Option (Right to Buy)   $9.13   4/18/2017     D         13000      (3) (7) 10/2/2021   Common Stock   13000     (3) 0   D  
 
Employee Stock Option (Right to Buy)   $12.58   4/18/2017     D         15000      (3) (8) 6/1/2022   Common Stock   15000     (3) 0   D  
 
Employee Stock Option (Right to Buy)   $10.30   4/18/2017     D         15000      (3) (9) 6/2/2023   Common Stock   15000     (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) 60,360 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 10,000 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FRAM JONATHAN
C/O IXIA
26601 WEST AGOURA ROAD
CALABASAS, CA 91302
X



Signatures
Jonathan Fram 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.
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