0001437749-17-009330.txt : 20170516 0001437749-17-009330.hdr.sgml : 20170516 20170516062203 ACCESSION NUMBER: 0001437749-17-009330 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170512 FILED AS OF DATE: 20170516 DATE AS OF CHANGE: 20170516 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: Abdi Behrooz L. CENTRAL INDEX KEY: 0001475839 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36012 FILM NUMBER: 17846961 MAIL ADDRESS: STREET 1: 1875 CHARLESTON ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 4 1 rdgdoc.xml FORM 4 X0306 4 2017-05-12 1 0000753568 EXAR CORP EXAR 0001475839 Abdi Behrooz L. 48720 KATO ROAD FREMONT CA 94538 1 Common Stock 2017-05-12 4 U 0 29540 D 28000 D Common Stock 2017-05-12 4 D 0 28000 D 0 D Stock Option (right to buy) 8.06 2017-05-12 4 D 0 40000 D 2019-10-01 Common Stock 40000 0 D Stock Option (right to buy) 8.63 2017-05-12 4 D 0 10000 D 2021-10-01 Common Stock 10000 0 D Stock Option (right to buy) 5.70 2017-05-12 4 D 0 10000 D 2022-10-01 Common Stock 10000 0 D Stock Option (right to buy) 9.74 2017-05-12 4 D 0 10000 D 2023-10-03 Common Stock 10000 0 D Tendered into and disposed of upon the closing of the tender offer initiated by Eagle Acquisition Corp. ("Purchaser") pursuant to the Agreement and Plan of Merger by and among MaxLinear, Inc. ("MaxLinear"), Purchaser (a wholly owned subsidiary of MaxLinear), and Issuer, dated as of March 28, 2017 (the "Merger Agreement"), whereby Purchaser offered to purchase each outstanding share of common stock of the Issuer ("Issuer Common Stock") for a cash payment of $13.00 per share (the "Offer Price"). Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit of Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive a cash payment equal to the product of the Offer Price multiplied by the total number of shares subject to the vested RSU. Pursuant to the terms of the applicable RSU award agreements the Reporting Person's RSUs became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($4.94). Pursuant to the terms of the applicable stock option award agreement the Reporting Person's options granted October 22, 2012 became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($4.37). Pursuant to the terms of the applicable stock option award agreement the Reporting Person's options granted October 1, 2014 became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($7.30). Pursuant to the terms of the applicable stock option award agreement the Reporting Person's options granted October 1, 2015 became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($3.26). Pursuant to the terms of the applicable stock option award agreement the Reporting Person's options granted October 3, 2016 became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions. /s/ Jessica Wu For: Behrooz Abdi 2017-05-15