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: CULLEN JAMES (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-05	Common Stock	A	8766	$0.00	Acquired	17149	Direct

Footnotes

F1: Common stock underlying restricted stock units ("RSUs") granted on November 5, 2014 pursuant to the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan. The RSUs vested immediately. Under the Keysight Technologies, Inc. Deferred Compensation Plan for Non-Employee Directors, the reporting person has elected to defer these shares of common stock.

F2: Includes 8, 383 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.

F3: 2,527 shares of common stock received by the reporting person as part of the Agilent dividend are held indirectly in the reporting person's individual retirement account and in a limited partnership in which the reporting person has an interest.