Sec Form 4 Filing - Mayer Bethany @ IXIA - 2017-04-18

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 Mayer Bethany 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) President and CEO (Last) (First) (Middle) C/O IXIA, 26601 W. AGOURA ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/18/2017 (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 04/18/2017 D 80,393 ( 1 ) ( 2 ) D $ 19.65 0 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) 3A. 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) $ 11.39 04/18/2017 D 237,500 ( 3 )( 4 ) 02/26/2023 Common Stock 237,500 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 11.38 04/18/2017 D 175,000 ( 3 )( 5 ) 02/27/2022 Common Stock 175,000 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 9.13 04/18/2017 D 700,000 ( 3 )( 6 ) 10/02/2021 Common Stock 700,000 ( 3 ) 0 D Performance Restricted Stock Units ( 7 ) 04/18/2017 D 82,400 ( 7 ) ( 7 ) Common Stock 82,400 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mayer Bethany C/O IXIA 26601 W. AGOURA ROAD CALABASAS, CA91302 X President and CEO Signatures Bethany Mayer 04/20/2017 Signature of Reporting Person Date

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) 31,793 shares of common stock (including 858 shares acquired under the Ixia Employee Stock Purchase Plan on 04/11/2017) owned directly and (ii) 48,600 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, provided for 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 237,500 shares provided for vesting in sixteen substantially equal quarterly installments commencing on 06/30/2016. ( 5 )Option to purchase 175,000 shares provided for vesting in sixteen equal quarterly installments commencing on 06/30/2015. ( 6 )Option to purchase 700,000 shares provided for vesting as to 175,000 shares on 09/16/2015, and as to the remaining shares in 12 equal quarterly installments thereafter, commencing on 12/31/2015. ( 7 )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.

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