0001193125-12-052827.txt : 20120210
0001193125-12-052827.hdr.sgml : 20120210
20120210165654
ACCESSION NUMBER: 0001193125-12-052827
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120210
DATE AS OF CHANGE: 20120210
GROUP MEMBERS: ANNETTE R. MICHELSON
GROUP MEMBERS: ERROL GINSBERG & ANNETTE R. MICHELSON FAMILY TRUST
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GINSBERG ERROL
CENTRAL INDEX KEY: 0001134226
FILING VALUES:
FORM TYPE: SC 13G/A
MAIL ADDRESS:
STREET 1: C/O IXIA
STREET 2: 26601 WEST AGOURA ROAD
CITY: CALABASAS
STATE: CA
ZIP: 91302
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: IXIA
CENTRAL INDEX KEY: 0001120295
STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825]
IRS NUMBER: 954635982
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-60547
FILM NUMBER: 12593762
BUSINESS ADDRESS:
STREET 1: 26601 W AGOURA RD
CITY: CALABASAS
STATE: CA
ZIP: 91302
BUSINESS PHONE: 8188711800
MAIL ADDRESS:
STREET 1: 26601 W. AGOURA RD
CITY: CALABASAS
STATE: CA
ZIP: 91302
SC 13G/A
1
d298605dsc13ga.txt
SCHEDULE 13G AMENDMENT NO. 10
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)*
-----------------
Ixia
(Name of Issuer)
-----------------
Common Stock
(Title of Class of Securities)
45071R109
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
-----------------
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
================================================================================
Page 1 of 9 Pages
CUSIP No. 45071R109
------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
Errol Ginsberg
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [_] (b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------------------------
5 SOLE VOTING POWER
370,018 shares /(1)/
NUMBER OF ---------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,827,986 shares held by the Errol Ginsberg and
EACH Annette R. Michelson Family Trust dated October 13,
REPORTING 1999, the voting power of which is shared by Errol
PERSON Ginsberg and Annette R. Michelson (Mr. Ginsberg's
WITH spouse) as the trustees thereof.
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
370,018 shares /(1)/
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
4,827,986 shares held by the Errol Ginsberg and
Annette R. Michelson Family Trust dated October 13,
1999, the dispositive power of which is shared by
Errol Ginsberg and Annette R. Michelson as the
trustees thereof.
------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,198,004 shares
------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
------------------------------------------------------------------------------
--------
(1) Includes (i) 271,061 shares subject to options held by Mr. Ginsberg which
are exercisable or become exercisable within 60 days after December 31,
2011 and (ii) 957 shares subject to restricted stock units held by
Mr. Ginsberg which will vest within 60 days after December 31, 2011.
Page 2 of 9 Pages
CUSIP No. 45071R109
------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
Annette R. Michelson
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [_] (b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares
NUMBER OF ---------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,827,986 shares held by the Errol Ginsberg and
EACH Annette R. Michelson Family Trust dated October 13,
REPORTING 1999, the voting power of which is shared by Annette
PERSON R. Michelson and Errol Ginsberg (Ms. Michelson's
WITH spouse) as the trustees thereof.
---------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
0 shares
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
4,827,986 shares held by the Errol Ginsberg and
Annette R. Michelson Family Trust dated October 13,
1999, the dispositive power of which is shared by
Annette R. Michelson and Errol Ginsberg as the
trustees thereof.
------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,827,986 shares
------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
------------------------------------------------------------------------------
Page 3 of 9 Pages
CUSIP No. 45071R109
------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
The Errol Ginsberg and Annette R. Michelson Family Trust dated
October 13, 1999 (the "Ginsberg and Michelson Family Trust")
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [_] (b) [_]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
------------------------------------------------------------------------------
5 SOLE VOTING POWER
0 shares
NUMBER OF ---------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 4,827,986 shares, the voting power of which is shared
EACH by Errol Ginsberg and Annette R. Michelson as
REPORTING trustees of the Ginsberg and Michelson Family Trust.
PERSON ---------------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
0 shares
---------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
4,827,986 shares, the dispositive power of which is
shared by Errol Ginsberg and Annette R. Michelson as
trustees of the Ginsberg and Michelson Family Trust.
------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,827,986 shares
------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) [_]
------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
OO
------------------------------------------------------------------------------
Page 4 of 9 Pages
CUSIP No. 45071R109
ITEM 1 (A) NAME OF ISSUER:
Ixia
ITEM 1 (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
26601 West Agoura Road, Calabasas, CA 91302
ITEM 2 (A) NAME OF PERSON FILING:
This Statement is being filed jointly by Errol Ginsberg, Annette
R. Michelson and the Errol Ginsberg and Annette R. Michelson
Family Trust dated October 13, 1999, who are sometimes
collectively referred to as the "Reporting Persons." Mr.
Ginsberg is the Chairman of the Board and Chief Innovation
Officer of the Issuer. Ms. Michelson is the spouse of Mr.
Ginsberg.
ITEM 2 (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of the Reporting
Persons is c/o Ixia, 26601 West Agoura Road, Calabasas,
California 91302.
ITEM 2 (C) CITIZENSHIP:
Mr. Ginsberg and Ms. Michelson are United States citizens. The
Errol Ginsberg and Annette R. Michelson Family Trust dated
October 13, 1999 is a trust established under the laws of the
State of California.
ITEM 2 (D) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2 (E) CUSIP NUMBER:
45071R109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO (S)(S)240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with
(S)240.13d-1(b)(1)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in accordance
with (S)240.13d-1(b)(1)(ii)(F).
Page 5 of 9 Pages
CUSIP No. 45071R109
(g) [_] A parent holding company or control person in accordance
with (S)240.13d-1(b)(1)(ii)(G).
(h) [_] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [_] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) [_] A non-U.S. institution in accordance with
(S)240.13d-1(b)(1)(ii)(J).
(k) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with
(S)240.13d-1(b)(1)(ii)(J), please specify the type of
institution.
Not applicable
ITEM 4. OWNERSHIP:
Provide the following information regarding the aggregate number and
percentage of the class of securities of the Issuer identified in
Item 1.
The following information with respect to the ownership of Ixia's
Common Stock by the Reporting Persons is provided as of December 31,
2011, the last day of the year covered by this Statement:
(a) Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
With respect to the aggregate amount of shares beneficially
owned by Mr. Ginsberg, such amount includes (i) 271,061 shares
subject to stock options which are exercisable or become
exercisable within 60 days after December 31, 2011 and (ii) 957
shares subject to restricted stock units held by Mr. Ginsberg
which will vest within 60 days after December 31, 2011.
With respect to the aggregate amount of shares beneficially
owned by Ms. Michelson, such amount excludes an aggregate of
370,018 shares beneficially owned by Mr. Ginsberg (Ms.
Michelson's spouse) as to which Ms. Michelson disclaims
beneficial ownership. This report shall not be deemed an
admission that Ms. Michelson is the beneficial owner of such
370,018 shares for purposes of Section 13(d) or 13(g) of the Act
or for any other purpose.
(b) Percent of class:
See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person.
Page 6 of 9 Pages
CUSIP No. 45071R109
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person.
Instruction: For computations regarding securities which
represent a right to acquire an underlying security see
(S)240.13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following: [_]
Instruction: Dissolution of a group requires a response to this
item. Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
To the best knowledge of each of the Reporting Persons, no person
other than each of the Reporting Persons has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Ixia Common Stock owned by the
Reporting Persons.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON:
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable
ITEM 10. CERTIFICATIONS:
Not applicable
Page 7 of 9 Pages
CUSIP No. 45071R109
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 10, 2012
/s/ Errol Ginsberg
--------------------------------------
Errol Ginsberg (Signature)
/s/ Annette R. Michelson
--------------------------------------
Annette R. Michelson (Signature)
THE ERROL GINSBERG AND ANNETTE R. MICHELSON
FAMILY TRUST DATED OCTOBER 13, 1999
By: /s/ Errol Ginsberg
-----------------------------------
Errol Ginsberg, Trustee (Signature)
By: /s/ Annette R. Michelson
-----------------------------------
Annette R. Michelson, Trustee (Signature)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 8 of 9 Pages
CUSIP No. 45071R109
EXHIBIT INDEX
Exhibit
Number Exhibit Page
------- ------- ----
1 Agreement to File Joint Statements on Schedule
13G/(2)/ Page 9 of 9 pages
--------
(2) Incorporated by reference to the Reporting Persons' Amendment No. 3 to
Schedule 13G filed with the Commission on February 6, 2004.
Page 9 of 9 Pages