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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IXIA [ XXIA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/24/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/24/2014 | A(1) | 16,667 | A | $12.66 | 423,774 | D | |||
Common Stock | 4,292,486 | I | By Errol Ginsberg and Annette R. Michelson Family Trust dated 10/13/1999 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $12.66 | 06/24/2014 | A | 50,000 | (2) | 03/16/2019 | Common Stock | 50,000 | $0 | 50,000 | D |
Explanation of Responses: |
1. On March 16, 2012, the Reporting Person was granted 16,667 performance-based Restricted Stock Units ("RSUs"). The performance-based RSUs could become earned and eligible for vesting based on the extent to which Ixia achieved a financial performance goal (established for purposes of the RSUs) for the Company's combined 2012 and 2013 fiscal years. On June 24, 2014, all 16,667 of such performance-based RSUs became earned and eligible for vesting. 9,375 RSUs vested on June 24, 2014, and the remaining 7,292 RSUs will vest in seven equal quarterly installments, with the first installment vesting on August 15, 2014 and one additional installment vesting on the fifteenth day of the second calendar month of the six calendar quarters thereafter. Each RSU represents the right to receive one share of Ixia Common Stock to be issued and delivered on or as soon as administratively feasible following the applicable vesting date. |
2. On March 16, 2012, the Reporting Person was granted a performance-based option to purchase 50,000 shares of Ixia Common Stock. The performance-based option could become 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 2012 and 2013 fiscal years. On June 24, 2014, the option became earned and eligible for vesting as to all 50,000 shares. The performance-based option vested and became exercisable as to 28,125 shares on June 24, 2014 and as to the remaining 21,875 shares will vest and become exercisable 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, Acting Chief Executive Officer and Chief Innovation Officer. |
Errol Ginsberg | 06/26/2014 | |
** 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. |