SEC Form 4 · accession 0001120295-17-000037

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

• F1Includes 1,253 shares acquired under the Ixia Employee Stock Purchase Plan on April 11, 2017.
• F2On 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.
• F3Includes (i) 42,483 shares of common stock owned directly and (ii) 20,095 shares of common stock subject to RSUs outstanding immediately prior to the Effective Time. The RSUs provided for vesting as follows: (a) 1,407 RSUs were subject to 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) 3,063 RSUs were subject to 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, (c) 6,875 RSUs were subject to vesting in 11 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 ten calendar quarters thereafter, and (d) 8,750 RSUs were subject to vesting in 14 equal quarterly installments, with the first installment vesting on May 1, 2017, and one additional installment vesting on the 15th day of the second calendar month of each of the 13 calendar quarters thereafter.
• F4Pursuant 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.
• F5Option to purchase 50,000 shares provided for vesting in 16 equal quarterly installments commencing December 31, 2016.