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