0001193125-14-055148.txt : 20140214 0001193125-14-055148.hdr.sgml : 20140214 20140214170659 ACCESSION NUMBER: 0001193125-14-055148 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: RHONE TRUSTEES (BAHAMAS) LTD. GROUP MEMBERS: TANGO TRUST 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: 14618946 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Addington Hills Ltd. CENTRAL INDEX KEY: 0001486320 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: BAYSIDE EXECUTIVE PARK, BUILDING NO. 1 STREET 2: WEST BAY STREET, P.O. BOX N-4837 CITY: NASSAU STATE: C5 ZIP: 00000 BUSINESS PHONE: 011.41.58.450.70.00 MAIL ADDRESS: STREET 1: BAYSIDE EXECUTIVE PARK, BUILDING NO. 1 STREET 2: WEST BAY STREET, P.O. BOX N-4837 CITY: NASSAU STATE: C5 ZIP: 00000 SC 13G/A 1 d676241dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Ixia

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45071R109

(CUSIP Number)

December 31, 2013

(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)

x Rule 13d-1(c)

¨ 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 disclosure 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   13G   Page 2 of 9 Pages

 

  1   

NAME OF REPORTING PERSONS

(I.R.S. Identification Nos. of above persons (entities only)

 

Addington Hills Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bahamas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

4,575,515 shares, the voting power of which is shared with Rhone Trustees (Bahamas) Ltd., as Trustees of The Tango Trust.

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

4,575,515 shares, the dispositive power of which is shared with Rhone Trustees (Bahamas) Ltd., as Trustees of The Tango Trust.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,575,515 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%

12  

TYPE OF REPORTING PERSON

 

CO

CUSIP No. 45071R109   13G   Page 3 of 9 Pages

 

  1   

NAME OF REPORTING PERSONS

(I.R.S. Identification Nos. of above persons (entities only)

 

The Tango Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bahamas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

4,575,515 shares, the voting power of which is shared with (i) Addington Hills Ltd. and (ii) Rhone Trustees (Bahamas) Ltd., as Trustees of The Tango Trust.

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

4,575,515 shares, the voting power of which is shared with (i) Addington Hills Ltd. and (ii) Rhone Trustees (Bahamas) Ltd., as Trustees of The Tango Trust.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,575,515 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%

12  

TYPE OF REPORTING PERSON

 

OO

CUSIP No. 45071R109   13G   Page 4 of 9 Pages

 

  1   

NAME OF REPORTING PERSONS

(I.R.S. Identification Nos. of above persons (entities only)

 

Rhone Trustees (Bahamas) Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bahamas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

4,575,515 shares, the voting power of which is shared with Addington Hills Ltd.

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

4,575,515 shares, the dispositive power of which is shared with Addington Hills Ltd.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,575,515 shares

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.0%

12  

TYPE OF REPORTING PERSON

 

CO

CUSIP No. 45071R109   13G   Page 5 of 9 Pages

 

ITEM 1(a)    Name of Issuer:
     Ixia
ITEM 1(b)    Address of Issuer’s Principal Executive Offices:
     26601 W. Agoura Road, Calabasas, CA 91032
ITEM 2(a)    Name of Person Filing:
     This Statement is being filed by Addington Hills Ltd. (“Addington”), by The Tango Trust (the “Trust”) and by Rhone Trustees (Bahamas) Ltd. (the “Trustee”), as trustees of The Tango Trust. The persons filing this Statement are sometimes together referred to as the “Reporting Persons.” Addington is the record owner of the shares. The Trust is the beneficial owner of the equity interest in Addington. The Trustee is the trustee of the Trust.
ITEM 2(b)    Address of Principal Business Office or, if none, Residence:
     The address of the principal business office of Addington is Bayside Executive Park, Building No. 1 West Bay Street, P.O. Box SP63131, Nassau, Bahamas. The address of the principal business office of the Trust and of the Trustee is Bayside Executive Park, Building No. 1 West Bay Street, P. O. Box SP63131, Nassau, Bahamas.
ITEM 2(c)    Citizenship:
     Addington is a company organized under the laws of the Bahamas. The Trust is a trust organized under the laws of the Bahamas. The Trustee is a company organized under the laws of the Bahamas.
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 §§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 of the Act (15 U.S.C. 78c).
  (c)   ¨    Insurance company as defined in section 3(a)(19) of the 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 §240.13d-1(b)(1)(ii)(E);
  (f)   ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

CUSIP No. 45071R109   13G   Page 6 of 9 Pages

 

  (g)   ¨    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
  (h)   ¨    A savings association 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-US institution in accordance with §240.13d-1(b)(1)(ii)(J).
  (k)   ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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.

 

  (a)   Amount beneficially owned:    4,575,515 shares
  (b)   Percent of class:    6.0%
  (c)   Number of shares as to which such person has:
  (i) Sole power to vote or to direct the vote    0 shares
  (ii) Shared power to vote or to direct the vote    4,575,515 shares
  (iii) Sole power to dispose or to direct the disposition of    0 shares
  (iv) Shared power to dispose or to direct the disposition of    4,575,515 shares
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.

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 4,575,515 shares of Ixia Common Stock beneficially owned by all of the Reporting Persons.
ITEM 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
     Not applicable
ITEM 8.    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
     Not applicable
ITEM 9.    NOTICE OF DISSOLUTION OF GROUP
     Not applicable

CUSIP No. 45071R109   13G   Page 7 of 9 Pages

 

ITEM 10.    CERTIFICATION
     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purposes of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. 45071R109   13G   Page 8 of 9 Pages

 

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.

 

Date: February 14, 2014
ADDINGTON HILLS LTD.
By:   Mehi River Corp., a Director
  By:  

 /s/ Kimberly Strachan

  Print Name: Kimberly Strachan
  Title: DIRECTOR
  By:  

 /s/ Mark Richford

  Print Name: Mark Richford
  Title: DIRECTOR
By:   Tia River Corp., a Director
  By:  

 /s/ Kimberly Strachan

  Print Name: Kimberly Strachan
  Title: DIRECTOR
  By:  

 /s/ Mark Richford

  Print Name: Mark Richford
  Title: DIRECTOR
RHONE TRUSTEES (BAHAMAS) LTD.,
on behalf of itself and as Trustees of The Tango Trust
By:  

 /s/ Kimberly Strachan

Print Name: Kimberly Strachan
Title: DIRECTOR
By:  

 /s/ Mark Richford

Print Name: Mark Richford
Title: DIRECTOR

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 §240.13d-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)

CUSIP No. 45071R109   13G   Page 9 of 9 Pages

 

EXHIBIT INDEX

 

Exhibit Number

   

Exhibit

   

Page

1    Agreement to File Joint Statements on Schedule 13G(1)    Page 9 of 9 pages

 

(1) Incorporated by reference to the Reporting Persons’ Amendment No. 1 to Schedule 13G filed with the Commission on February 10, 2011.