Benton Ryan A Form 4 EXAR / Ryan A Benton ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Benton Ryan A

(Last) (First) (Middle)

48720 KATO ROAD

(Street)

FREMONT CA 94538

(City) (State) (Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/12/2017		U		120,628	D	(1)	71,666	D
Common Stock	05/12/2017		D		71,666	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	(3)	05/12/2017		D			60,000(3)	(3)	(3)	Common Stock	60,000	(3)	0	D
Stock Option (right to buy)	$9.03	05/12/2017		D			15,104(4)	(4)	12/01/2021	Common Stock	15,104	(4)	0	D
Stock Option (right to buy)	$5.92	05/12/2017		D			98,958(5)	(5)	09/14/2022	Common Stock	98,958	(5)	0	D
Stock Option (right to buy)	$6.18	05/12/2017		D			50,000(6)	(6)	05/02/2023	Common Stock	50,000	(6)	0	D
Stock Option (right to buy)	$9.17	05/12/2017		D			200,000(7)	(7)	01/02/2020	Common Stock	200,000	(7)	0	D
Stock Option (right to buy)	$13.54	05/12/2017		D			10,417(8)	(8)	10/01/2020	Common Stock	10,417	(8)	0	D
Stock Option (right to buy)	$9.03	05/12/2017		D			9,896(8)	(8)	12/01/2021	Common Stock	9,896	(8)	0	D
Stock Option (right to buy)	$5.92	05/12/2017		D			151,042(8)	(8)	09/14/2022	Common Stock	151,042	(8)	0	D
Stock Option (right to buy)	$13.54	05/12/2017		D			89,583(9)	(9)	10/01/2020	Common Stock	89,583	(9)	0	D
Performance Options	$7.8	05/12/2017		D			280,000(10)	(10)	(10)	Common Stock	280,000	(10)	0	D

Explanation of Responses:

1. 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").

2. Disposed of pursuant to the Merger Agreement whereby each unvested restricted stock unit of Issuer Common Stock ("RSU") award held by a continuing service provider was automatically converted into a corresponding stock unit award in that number of shares of MaxLinear's Common Stock equal to the product of the number of shares underlying the unvested Issuer RSU multiplied by the Option Exchange Ratio, rounded down to the nearest whole share, which converted stock unit awards vest by the Reporting Person's completion of the remaining service-vesting schedule or earlier by satisfaction of the terms and conditions required by MaxLinear. The Option Exchange Ratio was calculated as the quotient of the Offer Price over $28.61 (which is the volume weighted average closing price per share of MaxLinear's Common Stock as reported on the NYSE over the 10 consecutive trading days ending on the second trading immediately preceding the expiration of Purchaser's tender offer).

3. Disposed of pursuant to the Merger Agreement whereby each unvested RSU award subject to performance-based vesting was automatically converted into a corresponding stock unit award in that number of shares of MaxLinear's Common Stock equal to the product of the number of shares underlying the unvested Issuer RSU multiplied by the Option Exchange Ratio, rounded down to the nearest whole share. These converted stock unit awards vest, as applicable, based on actual achievement of the relevant fiscal year 2017 performance criteria or by the Reporting Person's completion of the remaining service-vesting schedule or earlier by satisfaction of the terms and conditions required by MaxLinear.

4. 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 ($3.97).

5. 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 ($7.08).

6. 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 ($6.82).

7. 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 ($3.83).

8. Disposed of pursuant to the Merger Agreement whereby each unvested option to acquire Issuer Common Stock subject only to time-based vesting and held by a continuing service provider was automatically converted into a corresponding option to purchase that number of shares of MaxLinear's Common Stock equal to the product of the number of shares underlying the Issuer option multiplied by the Option Exchange Ratio, rounded down to the nearest whole share, at an exercise price equal to the exercise price per share of Issuer Common Stock divided by the Option Exchange Ratio, rounded up to the nearest whole cent. These converted stock option awards vest by the Reporting Person's completion of the remaining time-based vesting schedule or earlier by satisfaction of the terms and conditions required by MaxLinear.

9. Disposed of pursuant to the Merger Agreement whereby each vested option to purchase shares Issuer Common Stock held by a continuing service provider and with a per-share exercise price that is equal to or exceeds the Offer Price was automatically converted into a corresponding vested option to purchase that number of shares of MaxLinear's Common Stock equal to the product of the number of shares underlying the Issuer option multiplied by the Option Exchange Ratio , rounded down to the nearest whole share, at an exercise price equal to the exercise price per share of Issuer Common Stock divided by the Option Exchange Ratio, rounded up to the nearest whole cent.

10. Disposed of pursuant to the Merger Agreement whereby each unvested option to acquire Issuer Common Stock subject to performance-based vesting was automatically converted into a corresponding option to purchase that number of shares of MaxLinear's Common Stock equal to the product of the number of Issuer shares underlying the unvested performance-based option multiplied by the Option Exchange Ratio, rounded down to the nearest whole share, at an exercise price equal to the exercise price per share of Issuer Common Stock divided by the Option Exchange Ratio, rounded up to the nearest whole cent. These converted stock option awards vest, as applicable, based on actual achievement of the relevant fiscal year 2017 performance criteria or by the Reporting Person's completion of the remaining service-vesting schedule or earlier by satisfaction of the terms and conditions required by MaxLinear.

	/s/ Jessica Wu For: Ryan A Benton	05/15/2017
	** Signature of Reporting Person	Date
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