0000753568-14-000033.txt : 20140505 0000753568-14-000033.hdr.sgml : 20140505 20140505181456 ACCESSION NUMBER: 0000753568-14-000033 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140501 FILED AS OF DATE: 20140505 DATE AS OF CHANGE: 20140505 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: 001-36012 FILM NUMBER: 14814882 MAIL ADDRESS: STREET 1: 48720 KATO ROAD CITY: FREMONT STATE: CA ZIP: 94538 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2014-05-01 0 0000753568 EXAR CORP EXAR 0001204394 DINARDO LOUIS 48720 KATO ROAD FREMONT CA 94538 0 1 0 0 President and CEO Common Stock 2014-05-01 4 A 0 100000 0 A 311800 D Common Stock 2014-05-01 4 F 0 12527 10.46 D 299273 D 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 second 100,000 RSU Tranche of the RSU Award vested on May 1, 2014 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 2015 and fiscal year 2016, respectively, provided that Mr. DiNardo remains actively and continuously employed with the Company through the applicable vesting date. Transaction represents tax withholding in connection with the restricted stock units as described in note (1) above . 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. By: Thomas R. Melendrez, Attorney-at-Law For: Louis DiNardo 2014-05-05 EX-24 2 pofald.txt EDGAR SUPPORTING DOCUMENT Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attn: Filing Desk Gentlemen: By means of this letter, I authorize Thomas R. Melendrez and Kevin S. Bauer, or either of them individually, to sign on my behalf all forms required under Section 16(a) of the Securities Exchange Act of 1934, as amended, relating to transactions involving the stock or derivative securities of Exar Corporation (the "Company"). Either such individual is accordingly authorized to sign any Form 3, Form 4, Form 5 or amendment thereto which I am required to file with the same effect as if I had signed them myself. This authorization shall remain in effect until revoked in writing by me. Very truly yours, Signed: Louis DiNardo Typed Name: Louis DiNardo Date Signed: January 4, 2012