SEC FORM 4

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

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)
06/24/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/24/2014		A⁽¹⁾		5,000	A	$12.74	21,027⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$12.74	06/24/2014		A		15,000		⁽³⁾	02/02/2019	Common Stock	15,000	$0	15,000	D

Explanation of Responses:

1. On February 2, 2012, the Reporting Person was granted 5,000 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 5,000 of such performance-based RSUs became earned and eligible for vesting. 2,812 RSUs vested on June 24, 2014, and the remaining 2,188 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. Includes 762 shares acquired under the Ixia Employee Stock Purchase Plan on October 31, 2013.

3. On February 2, 2012, the Reporting Person was granted a performance-based option to purchase 15,000 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 15,000 shares. The performance-based option vested and became exercisable as to 8,437 shares on June 24, 2014 and as to the remaining 6,563 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:

	Raymond de Graaf	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).
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