0000753568-13-000013.txt : 20130502 0000753568-13-000013.hdr.sgml : 20130502 20130502141759 ACCESSION NUMBER: 0000753568-13-000013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130430 FILED AS OF DATE: 20130502 DATE AS OF CHANGE: 20130502 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EXAR CORP CENTRAL INDEX KEY: 0000753568 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941741481 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 48720 KATO ROAD STREET 2: 48720 KATO ROAD CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5106687000 MAIL ADDRESS: STREET 1: 48720 KATO RD CITY: FREMONT STATE: CA ZIP: 94538-1167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DINARDO LOUIS CENTRAL INDEX KEY: 0001204394 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14225 FILM NUMBER: 13807153 MAIL ADDRESS: STREET 1: 1001 MURPHY RANCH ROAD CITY: MILPITAS STATE: CA ZIP: 95035 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2013-04-30 0 0000753568 EXAR CORP EXAR 0001204394 DINARDO LOUIS 48720 KATO ROAD FREMONT CA 94538 0 1 0 0 President and CEO Common Stock 2013-04-30 4 F 0 12227 10.78 D 6375 D Common Stock 2013-04-30 4 A 0 100000 0 A 106375 D Transaction represents tax withholding in connection with the vesting of a portion of the restricted stock units as described in note (2) below . Pursuant to terms of award, upon vesting issuer automatically reduces the number of shares payable in connection with the vesting of the award by a number of shares having a value equal to the tax withholding obligations arising from the vesting of the award. These tax withholding transactions are exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended. The reporting person is reporting (using Code F) the shares not issued by the issuer because of the applicable tax withholding. In accordance with Section 3.3(b) of Mr. DiNardo's December 1, 2011 Employment Agreement with the Company filed with the SEC on December 6, 2011,Mr. DiNardo was granted an award of 300,000 restricted stock units (RSUs) in March 2012 that is eligible to vest in three tranches based on the issuer's achievement of specified financial performance targets. The first 33.4% of the 100,000 RSU Tranche of the RSU Award vested on April 30, 2013 since the performance criteria was met. The remaining 66.6%of the first Tranche will vest in two equal amounts at the end of fiscal year 2014 and fiscal year 2015, respectively, provided that Mr. DiNardo remains actively and continuously employed with the Company through the applicable vesting date. Louis DiNardo 2013-05-03