Keysight Technologies, Inc. — Director's Dealing 2014

Nov 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Keysight Technologies, Inc. (KEYS)
CIK: 0001601046
Period of Report: 2014-11-05

Reporting Person: Dougherty Neil (SVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-05	Common Stock	A	48701	$0.00	Acquired	64871.15	Direct

Footnotes

F1: Common stock underlying restricted stock units ("RSUs") granted on November 5, 2014 pursuant to the Keysight 2014 Equity and Incentive Compensation Plan ("Keysight EICP"). The RSUs vest in equal installments on each of the first three anniversaries of the grant date. Under the Keysight EICP, the reporting person has elected to defer 50% of these shares of common stock that vest each year.

F2: Includes 2,756 shares of common stock received by the reporting person pursuant to a dividend paid on November 1, 2014 by Agilent Technologies, Inc. ("Agilent"). The dividend included all of the shares of common stock that Agilent held in Keysight Technologies, Inc. ("Keysight"). The distribution was made pursuant to a separation and distribution agreement between Agilent and Keysight, dated as of August 1, 2014.

Also includes 11,115.229 shares of common stock underlying RSUs resulting from the adjustment of Agilent RSUs and 2,298.921 shares of deferred common stock resulting from the adjustment of deferred shares of Agilent common stock, in each case pursuant to the terms of an employee matters agreement between Keysight and Agilent, dated as of August 1, 2014.