0000753568-15-000049.txt : 20150527 0000753568-15-000049.hdr.sgml : 20150527 20150527184743 ACCESSION NUMBER: 0000753568-15-000049 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150522 FILED AS OF DATE: 20150527 DATE AS OF CHANGE: 20150527 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: 15893522 MAIL ADDRESS: STREET 1: 48720 KATO ROAD CITY: FREMONT STATE: CA ZIP: 94538 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2015-05-22 0 0000753568 EXAR CORP EXAR 0001204394 DINARDO LOUIS 48720 KATO ROAD FREMONT CA 94538 0 1 0 0 President and CEO Common Stock 2015-05-22 4 A 0 100000.0 0.0 A 372811 D Common Stock 2015-05-22 4 F 0 12527.0 11.02 D 360284 D Common Stock 2015-05-22 4 A 0 37636.0 0.0 A 397920 D Common Stock 2015-05-26 4 F 0 14144.0 10.66 D 383776 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 third 100,000 RSU Tranche of the RSU Award vested on May 2, 2015 since the performance criteria was met. The remaining 66.6%of the third Tranche will vest in two equal amounts at the end of fiscal year 2016 and fiscal year 2017, respectively, provided that Mr. DiNardo remains actively and continuously employed with the Company through the applicable vesting date. Transaction represents shares withheld by the issuer to cover tax withholding in connection with the restricted stock units as described in note (1) above. Pursuant to the award terms, upon vesting the issuer automatically reduces the number of shares payable in connection with the vesting of the award by the number of shares having a value equal to the tax withholding obligations arising in connection with the vesting of the award. This tax withholding transaction is exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended. Fully vested shares issued pursuant to restricted stock units granted under the Company's 2014 Equity Incentive Plan, effective May 22, 2015 upon certification by the Company of achievement of certain corporate and individual goals as specified in the Company's Fiscal Year 2015 Management Incentive Plan, a copy of which was filed with the Company's Quarterly Report on Form 10-Q, Exhibit 10.4, on August 8, 2014. Transaction represents shares withheld by the issuer to cover tax withholding in connection with the restricted stock units as described in note (3) above. Pursuant to the award terms, upon vesting the issuer automatically reduces the number of shares payable in connection with the vesting of the award by the number of shares having a value equal to the tax withholding obligations arising in connection with the vesting of the award. This tax withholding transaction is exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended. By: Ryan A. Benton For: Louis DiNardo 2015-05-27