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
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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*
de Graaf Raymond

(Last) (First) (Middle)
C/O IXIA
26601 WEST AGOURA ROAD

(Street)
CALABASAS CA 91302

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IXIA [ XXIA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President, Operations
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2013
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 02/07/2013 A(1) 6,700 A $0 36,767 D
Common Stock 02/11/2013 M 34,375 A $8.88 71,142 D
Common Stock 02/11/2013 M 1,562 A $5 72,704 D
Common Stock 02/11/2013 M 34,375 A $8.88 107,079 D
Common Stock 02/11/2013 S 35,937 D $20.504(2) 71,142 D
Common Stock 02/11/2013 S 34,375 D $20.5121(3) 36,767 D
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
Employee Stock Option (right to buy) $20.94 02/07/2013 A 20,000 (4) 02/07/2020 Common Stock 20,000 $0 20,000 D
Employee Stock Option (right to buy) $5 02/11/2013 M 1,562 (5) 02/19/2016 Common Stock 1,562 $0 1,563 D
Employee Stock Option (right to buy) $8.88 02/11/2013 M 34,375 (6) 03/12/2017 Common Stock 34,375 $0 15,625 D
Employee Stock Option (right to buy) $8.88 02/11/2013 M 34,375 (7) 03/12/2017 Common Stock 34,375 $0 15,625 D
Explanation of Responses:
1. Restricted Stock Units for 4,000 shares vest and shares will be issued in 16 equal quarterly installments with the first installment vesting on 2/15/13 and one additional installment vesting on the 15th day of the second calendar month of each of the fifteen calendar quarters thereafter. Each Restricted Stock Unit represents the right to receive one share of Ixia Common Stock to be issued and delivered upon the applicable vesting date.
2. This transaction was executed in multiple trades at prices ranging from $20.46 to $20.55. The price reported reflects the weighted average sale price. The Reporting Person has provided to the Issuer and will provide to any shareholder of the Issuer, or to the SEC Staff, upon request, information regarding the number of shares sold at each price within the range.
3. This transaction was executed in multiple trades at prices ranging from $20.49 to $20.55. The price reported reflects the weighted average sale price. The Reporting Person has provided to the Issuer and will provide to any shareholder of the Issuer, or to the SEC Staff, upon request, information regarding the number of shares sold at each price within the range.
4. Option to purchase 20,000 shares vests and becomes exercisable in sixteen equal quarterly installments commencing 6/30/13.
5. Option to purchase 25,000 shares vested and became exercisable in sixteen equal quarterly installments commencing 6/30/09.
6. Option to purchase 50,000 shares vested and became exercisable in sixteen equal quarterly installments commencing 6/30/10.
7. On March 12, 2010, the reporting person was granted an option to purchase 50,000 shares of common stock. The option became earned and eligible for vesting based on the extent to which Ixia achieved a financial performance goal (established for purposes of the option) for the Company's combined 2010 and 2011 fiscal years. The Company achieved the goal in full, and on March 16, 2012, the option became earned and eligible for vesting as to all 50,000 shares. The option vested as to 25,000 of such shares on March 16, 2012, and the remaining shares will vest and become exercisable in eight equal quarterly installments commencing June 30, 2012.
Remarks:
Raymond de Graaf 02/11/2013
** 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.
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