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: Williams Stephen D. (SVP and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-05	Common Stock	A	24350	$0.00	Acquired	35593.203	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. The RSUs vest in equal installments on each of the first three anniversaries of the grant date.

F2: Includes 1,501 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 9,742.203 shares of common stock underlying RSUs resulting from the adjustment of Agilent RSUs pursuant to the terms of an employee matters agreement between Keysight and Agilent, dated as of August 1, 2014.