0001193125-16-711014.txt : 20160915 0001193125-16-711014.hdr.sgml : 20160915 20160915162132 ACCESSION NUMBER: 0001193125-16-711014 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160915 DATE AS OF CHANGE: 20160915 GROUP MEMBERS: PINK TRUST GROUP MEMBERS: PRAXISIFM TRUSTEES SA 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: 161887386 BUSINESS ADDRESS: STREET 1: 26601 W. AGOURA ROAD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8188711800 MAIL ADDRESS: STREET 1: 26601 W. AGOURA ROAD 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 d257729dsc13ga.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. 6)*

 

 

Ixia

(Name of Issuer)

Common Stock

(Title of Class of Securities)

45071R109

(CUSIP Number)

September 15, 2016

(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).

 

 

 


 

CUSIP No. 45071R109

 

 

13G

 

 

Page 2 of 11 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

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

4,140,000 shares, the voting power of which is shared with PraxisIFM Trustees SA, as Trustee of The Pink Trust

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

4,140,000 shares, the dispositive power of which is shared with PraxisIFM Trustees SA, as Trustee of The Pink Trust.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,140,000 shares

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.1%

12  

TYPE OF REPORTING PERSON

 

CO

 


 

CUSIP No. 45071R109

 

 

13G

 

 

Page 3 of 11 Pages

 

  1   

NAME OF REPORTING PERSONS

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

 

The Pink Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Jersey

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

4,140,000 shares, the voting power of which is shared with (i) Addington Hills Ltd. and (ii) PraxisIFM Trustees SA, as Trustee of The Pink Trust

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

4,140,000 shares, the voting power of which is shared with (i) Addington Hills Ltd. and (ii) PraxisIFM Trustees SA, as Trustee of The Pink Trust.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,140,000 shares

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.1%

12  

TYPE OF REPORTING PERSON

 

OO

 


 

CUSIP No. 45071R109

 

 

13G

 

 

Page 4 of 11 Pages

 

  1   

NAME OF REPORTING PERSONS

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

 

PraxisIFM Trustees SA

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Switzerland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0 shares

   6   

SHARED VOTING POWER

 

4,140,000 shares, the voting power of which is shared with Addington Hills Ltd.

   7   

SOLE DISPOSITIVE POWER

 

0 shares

   8   

SHARED DISPOSITIVE POWER

 

4,140,000 shares, the dispositive power of which is shared with Addington Hills Ltd.

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,140,000 shares

10  

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

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.1%

12  

TYPE OF REPORTING PERSON

 

CO

 


 

CUSIP No. 45071R109

 

 

13G

 

 

Page 5 of 11 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 Pink Trust (the “Trust”) and by PraxisIFM Trustees SA (the “Trustee”), as trustee of The Pink Trust. The persons filing this Statement are sometimes together referred to as the “Reporting Persons.” Addington is the direct 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 each of Addington, the Trust and the Trustee is 3 Rue de Marché, PO Box 1668, CH-1211 Geneva 1, Switzerland.
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 Jersey. The Trustee is a company organized under the laws of Switzerland.
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);
(g)   ¨    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).


 

CUSIP No. 45071R109

 

 

13G

 

 

Page 6 of 11 Pages

 

(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

 

(a)    Amount beneficially owned:   

4,140,000 shares

(b)    Percent of class:   

5.1%

(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   

4,140,000 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   

4,140,000 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:  ¨

 

Effective July 21, 2016, The Tango Trust, a trust organized under the laws of the Bahamas (“The Tango Trust”), transferred all of the equity interest in Addington Hills Ltd. to The Pink Trust. As of such date, (i) The Tango Trust ceased to be the beneficial owner of more than five percent of the common stock of Ixia and (ii) The Pink Trust became a beneficial owner of more than five percent of the common stock of Ixia. PraxisIFM Trustees SA is the trustee of The Tango Trust and is also the trustee of The Pink Trust.

 

As a result of the foregoing, The Pink Trust, in lieu of The Tango Trust and together with Addington Hills Ltd. and PraxisIFM Trustees SA, reports in this statement and will report in amendments to this statement a beneficial ownership interest in the shares of common stock of Ixia that are directly owned by Addington Hills Ltd. and for which reporting on Schedule 13G is required.

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 4,140,000 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


 

CUSIP No. 45071R109

 

 

13G

 

 

Page 7 of 11 Pages

 

ITEM 9.    NOTICE OF DISSOLUTION OF GROUP
   Not applicable
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 11 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:

  September 15, 2016

Addington Hills Ltd.

By:

  IFM Corporate Directors, Sole Director

 

 

By:

 

/s/ Fritha Beck

 

Print Name:

  Fritha Beck
 

Title:

  Director
 

By:

 

/s/ Isabelle Weber Claude

 

Print Name:

  Isabelle Weber Claude
 

Title:

  Director

 

PraxisIFM Trustees SA,

on behalf of itself and as Trustee of The Pink Trust

By:

 

/s/ Fritha Beck

Print Name:

  Fritha Beck

Title:

  Director

By:

 

/s/ Isabelle Weber Claude

Print Name:

  Isabelle Weber Claude

Title:

  Authorized Signatory

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 11 Pages

 

EXHIBIT INDEX

 

Exhibit

Number

  

Exhibit

  

Page

1    Agreement to File Joint Statements on Schedule 13G    Page 10 of 11 pages
EX-99.1 2 d257729dex991.htm EX-99.1 EX-99.1

 

CUSIP No. 45071R109

 

 

13G

 

 

Page 10 of 11 Pages

 

EXHIBIT 1

AGREEMENT TO FILE JOINT

STATEMENTS ON SCHEDULE 13G

THIS AGREEMENT is entered into as of the 15th day of September, 2016 by and among Addington Hills Ltd., a company organized under the laws of the Bahamas, The Pink Trust, a trust organized under the laws of Jersey (the “Trust”), and PraxisIFM Trustees SA, a company organized under the laws of Switzerland (the “Trustee”).

W I T N E S S E T H

WHEREAS, Addington Hills Ltd., the Trust and the Trustee may each be deemed to hold beneficial ownership of more than five percent of the shares of the Common Stock of Ixia, a California corporation (the “Ixia Common Stock”);

WHEREAS, the Ixia Common Stock has been registered by Ixia under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Act”);

WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds more than five percent of such a class of registered equity securities is, under certain circumstances, permitted and/or required to file with the Securities and Exchange Commission a statement on Schedule 13G; and

WHEREAS, Rule 13d-1(k) under the Act provides that, whenever two or more persons are permitted to file a statement on Schedule 13G with respect to the same securities, only one such statement need be filed, provided such persons agree in writing that such statement is filed on behalf of each of them;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the parties hereby agree as follows:

Addington Hills Ltd., the Trust and the Trustee each hereby agree, in accordance with Rule 13d-1(k) under the Act, to file jointly statements on Schedule 13G and amendments thereto (collectively, the “Statements”) with respect to the Ixia Common Stock beneficially owned or deemed to be beneficially owned by each of them pursuant to Sections 13(d) and 13(g) of the Act and the rules thereunder.

Addington Hills Ltd., the Trust and the Trustee each hereby agree that the Statements shall be filed jointly on behalf of each of them, and that a copy of this Agreement shall be filed as an exhibit thereto when and as required in accordance with Rule 13d-1(k)(iii) under the Act.

This Agreement may be executed in counterparts which together shall constitute one agreement.


 

CUSIP No. 45071R109

 

 

13G

 

 

Page 11 of 11 Pages

 

IN WITNESS WHEREOF, the parties have executed this Agreement or caused this Agreement to be signed on their behalf by their duly authorized representatives as of the date first above written.

 

Addington Hills Ltd.

By:

  IFM Corporate Directors, Sole Director

 

 

By:

 

/s/ Fritha Beck

 

Print Name:

  Fritha Beck
 

Title:

  Director
 

By:

 

/s/ Isabelle Weber Claude

 

Print Name:

  Isabelle Weber Claude
 

Title:

  Director

 

PraxisIFM Trustees SA,

on behalf of itself and as Trustee of The Pink Trust

By:

 

/s/ Fritha Beck

Print Name:

  Fritha Beck

Title:

  Director

By:

 

/s/ Isabelle Weber Claude

Print Name:   Isabelle Weber Claude
Title:   Authorized Signatory