Sec Form 4 Filing - de Graaf Raymond @ IXIA - 2013-02-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
de Graaf Raymond
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
(Last) (First) (Middle)
C/O IXIA, 26601 WEST AGOURA ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2013
(Street)
CALABASAS, CA91302
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3 A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
de Graaf Raymond
C/O IXIA
26601 WEST AGOURA ROAD
CALABASAS, CA91302
Vice President, Operations
Signatures
Raymond de Graaf 02/11/2013
Signature of Reporting Person Date
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.

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