SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Chang Ning

(Last)

(First)

(Middle)

48720 KATO ROAD

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2015

3. Issuer Name and Ticker or Trading Symbol
EXAR CORP [ EXAR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP of Sales, Greater China

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	⁽¹⁾	08/18/2019	Common Stock	21,372	$5.97	D
Incentive Stock Option (right to buy)	⁽²⁾	12/01/2021	Common Stock	17,676	$9.03	D
Incentive Stock Option (right to buy)	⁽³⁾	08/29/2021	Common Stock	24,679	$9.57	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	03/12/2018	Common Stock	22,648	$3.48	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	08/18/2019	Common Stock	25,845	$5.97	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	12/01/2021	Common Stock	7,324	$9.03	D

Explanation of Responses:

1. Option granted under the iML 2007 Share Plan which was assumed under the Exar Corporation 2006 Equity Incentive Plan on September 15, 2014; options are all completely vested.

2. Options granted pursuant to the 2014 Equity Incentive Plan; options vest over 4 years, 25% on the first anniversary of the grant date, and 1/36 of remaining shares monthly thereafter.

3. Option granted under the iML 2011 Share Plan which was assumed under the Exar Corporation 2006 Equity Incentive Plan on September 15, 2014; the options vest 25% after the first year and monthly thereafter.

	Ning Chang	01/12/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.