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* GINSBERG ERROL (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) X Director 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 04/18/2017
	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	04/18/2017		D		63,900(1)(2)	D	$19.65	0	D
Common Stock	04/18/2017		D		4,888,510(1)	D	$19.65	0	I	By Errol Ginsberg and Annette R. Michelson Family Trust dated 10/13/99

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)	$11.39	04/18/2017		D			130,000	(3)(4)	02/26/2023	Common Stock	130,000	(3)	0	D
Employee Stock Option (Right to Buy)	$11.38	04/18/2017		D			115,000	(3)(5)	02/27/2022	Common Stock	115,000	(3)	0	D
Employee Stock Option (Right to Buy)	$9.13	04/18/2017		D			330,000	(3)(6)	10/02/2021	Common Stock	330,000	(3)	0	D
Employee Stock Option (Right to Buy)	$13.46	04/18/2017		D			12,000	(3)(7)	11/05/2020	Common Stock	12,000	(3)	0	D
Employee Stock Option (Right to Buy)	$15.47	04/18/2017		D			50,000	(3)(8)	12/13/2019	Common Stock	50,000	(3)	0	D
Employee Stock Option (Right to Buy)	$12.66	04/18/2017		D			50,000	(3)(9)	03/16/2019	Common Stock	50,000	(3)	0	D
Employee Stock Option (Right to Buy)	$12.66	04/18/2017		D			75,000	(3)(10)	03/16/2019	Common Stock	75,000	(3)	0	D
Employee Stock Option (Right to Buy)	$18.09	04/18/2017		D			69,000	(3)(11)	02/08/2018	Common Stock	69,000	(3)	0	D
Employee Stock Option (Right to Buy)	$18.09	04/18/2017		D			85,000	(3)(12)	02/08/2018	Common Stock	85,000	(3)	0	D
Performance Restricted Stock Units	(13)	04/18/2017		D			45,100	(13)	(13)	Common Stock	45,100	(13)	0	D

Explanation of Responses:

1. On 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.

2. Represents (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.

3. Pursuant 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.

4. Option to purchase 130,000 shares provided for vesting in 16 equal quarterly installments commencing June 30, 2016

5. Option to purchase 115,000 shares provided for vesting in 16 equal quarterly installments commencing June 30, 2015.

6. Option 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.

7. Option to purchase 12,000 shares vested in 12 equal monthly installments commencing November 24, 2013.

8. Option to purchase 50,000 shares vested in 16 quarterly installments commencing March 31, 2013.

9. Option 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.

10. Option to purchase 75,000 shares vested in 16 equal quarterly installments commencing June 30, 2012.

11. Option to purchase 69,000 shares vested in 16 equal quarterly installments commencing June 30, 2011.

12. Option 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.

13. Performance-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.

Remarks:

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

	Errol Ginsberg	04/20/2017
	** Signature of Reporting Person	Date
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