SEC Form 4 · accession 0001120295-17-000028

IXIA · XXIA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On 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.
• F2Represents (i) 27,500 shares of common stock (including 867 shares acquired under the Ixia Employee Stock Purchase Plan on April 11, 2017) owned directly and (ii) 20,888 shares of common stock subject to RSUs outstanding immediately prior to the Effective Time. The RSUs provided for vesting as follows: (a) 600 RSUs provided for vesting in three 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 of the two calendar quarters thereafter, (b) 2,813 RSUs provided for vesting in six substantially 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 of the five calendar quarters thereafter, (c) 700 RSUs provided for vesting in seven 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 of the six calendar quarters thereafter, (d) 5,000 RSUs 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 of the seven calendar quarters thereafter, and (e) 11,775 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, were subject to 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.
• F3Pursuant 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.
• F4Option to purchase 60,000 shares provided for vesting in 16 equal quarterly installments commencing June 30, 2016.
• F5Option to purchase 42,500 shares provided for vesting in 16 equal quarterly installments commencing June 30, 2015.
• F6Performance-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.

Remarks

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