SEC Form 4 · accession 0001120295-17-000042

IXIA · XXIA

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

Reporting owner

Errol Ginsberg

Officer — See Remarks · Director

Period of report

Apr 18, 2017

Accepted (ET)

Apr 20, 2017 · 7:33 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 Stock^F1,F2	Apr 18, 2017	D	63,900	$19.65	D	0	D
Common Stock^F1	Apr 18, 2017	D	4,888,510	$19.65	D	0	I	By Errol Ginsberg and Annette R. Michelson Family Trust dated 10/13/99

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F3,F4	$11.39	Apr 18, 2017	D	130,000	D	—	Feb 26, 2023	Common Stock	130,000	D
Employee Stock Option (Right to Buy)^F3,F5	$11.38	Apr 18, 2017	D	115,000	D	—	Feb 27, 2022	Common Stock	115,000	D
Employee Stock Option (Right to Buy)^F3,F6	$9.13	Apr 18, 2017	D	330,000	D	—	Oct 2, 2021	Common Stock	330,000	D
Employee Stock Option (Right to Buy)^F3,F7	$13.46	Apr 18, 2017	D	12,000	D	—	Nov 5, 2020	Common Stock	12,000	D
Employee Stock Option (Right to Buy)^F3,F8	$15.47	Apr 18, 2017	D	50,000	D	—	Dec 13, 2019	Common Stock	50,000	D
Employee Stock Option (Right to Buy)^F3,F9	$12.66	Apr 18, 2017	D	50,000	D	—	Mar 16, 2019	Common Stock	50,000	D
Employee Stock Option (Right to Buy)^F3,F10	$12.66	Apr 18, 2017	D	75,000	D	—	Mar 16, 2019	Common Stock	75,000	D
Employee Stock Option (Right to Buy)^F3,F11	$18.09	Apr 18, 2017	D	69,000	D	—	Feb 8, 2018	Common Stock	69,000	D
Employee Stock Option (Right to Buy)^F3,F12	$18.09	Apr 18, 2017	D	85,000	D	—	Feb 8, 2018	Common Stock	85,000	D
Performance Restricted Stock Units^F13	—	Apr 18, 2017	D	45,100	D	—	—	Common Stock	45,100	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.
F10Option to purchase 75,000 shares vested in 16 equal quarterly installments commencing June 30, 2012.
F11Option to purchase 69,000 shares vested in 16 equal quarterly installments commencing June 30, 2011.
F12Option to purchase 85,000 shares became earned and eligible for vesting based in part on the extent to which the Issuer achieved a financial performance goal for its combined 2011 and 2012 fiscal years, and vested as to 47,812 shares on April 12, 2013, and as to the remaining shares in seven equal quarterly installments commencing June 30, 2013.
F13Performance-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.
F2Represents (i) 31,950 shares of common stock owned directly and (ii) 31,950 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, 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 130,000 shares provided for vesting in 16 equal quarterly installments commencing June 30, 2016
F5Option to purchase 115,000 shares provided for vesting in 16 equal quarterly installments commencing June 30, 2015.
F6Option to purchase 330,000 shares vested as to 41,250 shares on October 2, 2014, and provided for vesting as to the remaining 288,750 shares in 14 equal quarterly installments commencing December 31, 2014.
F7Option to purchase 12,000 shares vested in 12 equal monthly installments commencing November 24, 2013.
F8Option to purchase 50,000 shares vested in 16 quarterly installments commencing March 31, 2013.
F9Option to purchase 50,000 shares became earned and eligible for vesting based on the extent to which the Issuer achieved a financial performance goal for its combined 2012 and 2013 fiscal years, and vested as to 28,125 shares on June 24, 2014, and as to the remaining 21,875 shares in seven equal quarterly installments, with the first installment vesting on June 30, 2014 and one additional installment vesting on the last day of each of the six calendar quarters thereafter.

Remarks

Reporting Person is an Officer of the Issuer and his full title is: Chairman of the Board and Chief Innovation Officer.