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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SCANDALIOS JOHN M

(Last)

(First)

(Middle)

C/O CATAPULT COMMUNICATION CORP

160 SOUTH WHISMAN RD

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CATAPULT COMMUNICATIONS CORP [ CATT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2009

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	06/05/2007	06/05/2007	G		1,460	D	$0	13,350	D
Common Stock	06/23/2009	06/23/2009	U		13,350	D	$9.25	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 (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)
Stock Option (Right to Buy)	$12.14	06/23/2009	06/23/2009	D			5,000	⁽¹⁾	10/29/2012	Common Stock	5,000	$0	0	D
Stock Option (Right to Buy)	$19.2	06/23/2009	06/23/2009	D			2,500	⁽¹⁾	04/19/2014	Common Stock	2,500	$0	0	D
Stock Option (Right to Buy)	$14.34	06/23/2009	06/23/2009	D			2,500	⁽¹⁾	04/26/2015	Common Stock	2,500	$0	0	D
Stock Option (Right to Buy)	$12.55	06/23/2009	06/23/2009	D			10,000	⁽¹⁾	05/01/2016	Common Stock	10,000	$0	0	D
Stock Option (Right to Buy)	$9.88	06/23/2009	06/23/2009	D			10,000	⁽¹⁾	04/30/2017	Common Stock	10,000	$0	0	D
Stock Option (Right to Buy)	$7.59	06/23/2009	06/23/2009	D			10,000	⁽¹⁾	04/28/2018	Common Stock	10,000	$1.66	0	D

Explanation of Responses:

1. This option provided for vesting over 4 years, 12.5% of the shares vesting 6 months after the date of grant and 1/48th of the shares vesting each month thereafter. Pursuant to the terms of that certain Agreement and Plan of Merger dated as of May 11, 2009 among the Issuer, Ixia and Josie Acquisition Company (the "Merger Agreement"), this option was not assumed by Ixia. Pursuant to the Merger Agreement, the option became fully vested and at the effective time of the merger of Josie Acquisition Company with and into the Issuer pursuant to the Merger Agreement, the option was cancelled and converted into the right to receive, and the Reporting Person was paid, an amount in cash, if any, determined by multiplying (i) the excess, if any, of $9.25 over the exercise price of the option, by (ii) the number of shares of common stock of the Issuer subject to the option.

	Henry P Massey Jr, Atty-in-Fact for John Scandalios	06/24/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.