SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KARP RICHARD A
(Last) (First) (Middle)
C/O CATAPULT COMMUNICATIONS CORPORATION
160 SOUTH WHISMAN ROAD
(Street)
MOUNTAIN VIEW CA 94041
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CATAPULT COMMUNICATIONS CORP [ CATT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/18/2009 05/18/2009 G 250,000 D $0 1,457,440 I By Trust(1)
Common Stock 06/23/2009 06/23/2009 U 1,457,440 D $9.25 0 I By Trust(1)
Common Stock 06/23/2009 06/23/2009 U 1,020,000 D $9.25 0 I By GRAT
Common Stock 06/23/2009 06/23/2009 U 40,000 D $9.25 0 I By GRAT2
Common Stock 06/23/2009 06/23/2009 U 46,164 D $9.25 0 I By Trust(2)
Common Stock 06/23/2009 06/23/2009 U 46,164 D $9.25 0 I By Trust(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Stock Option (Right to Buy) $17.5 06/23/2009 06/23/2009 D 40,000 (4) 09/17/2009 Common Stock 40,000 $0 0 D
Stock Option (Right to Buy) $15.625 06/23/2009 06/23/2009 D 40,000 (4) 11/02/2010 Common Stock 40,000 $0 0 D
Stock Option (right to buy) $20.22 06/23/2009 06/23/2009 D 40,000 (4) 10/30/2011 Common Stock 40,000 $0 0 D
Stock Option (Right to Buy) $5.8 06/23/2009 06/23/2009 D 20,000 (4) 04/15/2013 Common Stock 20,000 $3.45 0 D
Stock Option (Right to Buy) $19.2 06/23/2009 06/23/2009 D 10,000 (4) 04/19/2014 Common Stock 10,000 $0 0 D
Stock Option (Right to Buy) $14.34 06/23/2009 06/23/2009 D 20,000 (4) 04/26/2015 Common Stock 20,000 $0 0 D
Stock Option (Right to Buy) $12.55 06/23/2009 06/23/2009 D 30,000 (4) 05/01/2016 Common Stock 30,000 $0 0 D
Stock Option (Right to Buy) $9.88 06/23/2009 06/23/2009 D 60,000 (4) 04/30/2017 Common Stock 60,000 $0 0 D
Stock Option (Right to Buy) $7.59 06/23/2009 06/23/2009 D 55,000 (4) 04/28/2018 Common Stock 55,000 $1.66 0 D
Explanation of Responses:
1. Held by Richard A. Karp, TTEE of the Richard A. Karp Trust UA 12/03/97
2. Tendered by Michael David Karp Trust U/A/D 01-20-00, Richard A Karp and Doreen Nortman TTEEs
3. Tendered by John Lee Karp Trust U/A/D 01-20-00, Richard A Karp and Doreen Nortman TTEEs
4. This option provided for vesting over 4 years, 12.5% of the shares vesting 6 months after the date of grant and 1/48th of the shares vesting each month thereafter. Pursuant to the terms of that certain Agreement and Plan of Merger dated as of May 11, 2009 among the Issuer, Ixia and Josie Acquisition Company (the "Merger Agreement"), this option was not assumed by Ixia. Pursuant to the terms of the Merger Agreement, the option became fully vested and at the effective time of the merger of Josie Acquisition Company with and into the Issuer pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive, and the Reporting Person was paid, an amount in cash, if any, determined by multiplying (i) the excess, if any, of $9.25 over the exercise price of the option, by (ii) the number of shares of common stock of the Issuer subject to the option.
Henry P. Massey Jr., Atty-in-Fact for Richard A. Karp 06/24/2009
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.