4//SEC Filing
IXIA 4
Accession 0001120295-17-000034
CIK 0001120295operating
Filed
Apr 19, 8:00 PM ET
Accepted
Apr 20, 6:03 PM ET
Size
21.5 KB
Accession
0001120295-17-000034
Insider Transaction Report
Form 4
IXIAXXIA
HAMILTON GAIL
Director
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-04-18−13,000→ 0 totalExercise: $16.86Exp: 2020-06-19→ Common Stock (13,000 underlying) - Disposition to Issuer
Common Stock
2017-04-18$19.65/sh−60,288$1,184,659→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-04-18−10,000→ 0 totalExercise: $16.07Exp: 2018-05-19→ Common Stock (10,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-04-18−15,000→ 0 totalExercise: $12.58Exp: 2022-06-01→ Common Stock (15,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-04-18−15,000→ 0 totalExercise: $10.30Exp: 2023-06-02→ Common Stock (15,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-04-18−2,500→ 0 totalExercise: $11.60Exp: 2019-05-11→ Common Stock (2,500 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2017-04-18−13,000→ 0 totalExercise: $9.13Exp: 2021-10-02→ Common Stock (13,000 underlying)
Footnotes (9)
- [F1]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.
- [F2]Represents (i) 57,860 shares of common stock owned directly and (ii) 2,428 shares of common stock subject to unvested RSUs that were outstanding immediately prior to the Effective Time. The unvested RSUs were scheduled to vest on May 15, 2017; provided, however, that if the Issuer's 2017 Annual Meeting of Shareholders was held prior to May 15, 2017, the RSUs would have vested at the close of business on the business day immediately preceding the date of such Meeting.
- [F3]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.
- [F4]Option to purchase 10,000 shares vested in 4 equal quarterly installments commencing August 15, 2011.
- [F5]Option to purchase 2,500 shares vested in 4 equal quarterly installments commencing August 15, 2012.
- [F6]Option to purchase 13,000 shares vested in 4 equal quarterly installments commencing August 15, 2013.
- [F7]Option to purchase 13,000 shares vested in 4 equal quarterly installments commencing October 10, 2014.
- [F8]Option to purchase 15,000 shares vested in 4 equal quarterly installments commencing August 15, 2015.
- [F9]Option to purchase 15,000 shares provided for vesting in 4 equal quarterly installments commencing August 15, 2016; provided, however, that if the Issuer's 2017 Annual Meeting of Shareholders was held prior to May 15, 2017, the final installment would have vested at the close of business on the business day immediately preceding the date of such Meeting.
Documents
Issuer
IXIA
CIK 0001120295
Entity typeoperating
IncorporatedCA
Related Parties
1- filerCIK 0001120295
Filing Metadata
- Form type
- 4
- Filed
- Apr 19, 8:00 PM ET
- Accepted
- Apr 20, 6:03 PM ET
- Size
- 21.5 KB