SEC Form 4 · accession 0001120295-17-000034
IXIA · XXIA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gail Hamilton
Director
Period of report
Apr 18, 2017
Accepted (ET)
Apr 20, 2017 · 6:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001120295
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 18, 2017 | D | 60,288 | $19.65 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3,F4 | $16.07 | Apr 18, 2017 | D | 10,000 | D | — | May 19, 2018 | Common Stock | 10,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F5 | $11.60 | Apr 18, 2017 | D | 2,500 | D | — | May 11, 2019 | Common Stock | 2,500 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F6 | $16.86 | Apr 18, 2017 | D | 13,000 | D | — | Jun 19, 2020 | Common Stock | 13,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F7 | $9.13 | Apr 18, 2017 | D | 13,000 | D | — | Oct 2, 2021 | Common Stock | 13,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F8 | $12.58 | Apr 18, 2017 | D | 15,000 | D | — | Jun 1, 2022 | Common Stock | 15,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F9 | $10.30 | Apr 18, 2017 | D | 15,000 | D | — | Jun 2, 2023 | Common Stock | 15,000 | 0 | D |
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) 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.
- 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 10,000 shares vested in 4 equal quarterly installments commencing August 15, 2011.
- F5Option to purchase 2,500 shares vested in 4 equal quarterly installments commencing August 15, 2012.
- F6Option to purchase 13,000 shares vested in 4 equal quarterly installments commencing August 15, 2013.
- F7Option to purchase 13,000 shares vested in 4 equal quarterly installments commencing October 10, 2014.
- F8Option to purchase 15,000 shares vested in 4 equal quarterly installments commencing August 15, 2015.
- F9Option 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.