Exar (EXAR) Form 3 EXAR / Dimitry Goder ownership change

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^*

Goder Dimitry

(Last) (First) (Middle)

48720 KATO ROAD

(Street)

FREMONT CA 94538

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2015

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)
VP, R&D

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)
Common Stock	17,000	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	(1)	12/01/2021	Common Stock	11,250	9.03	D
Incentive Stock Option (right to buy)	(2)	12/13/2022	Common Stock	32,397	9.26	D
Incentive Stock Option (right to buy)	(3)	08/29/2021	Common Stock	10,283	9.57	D
Non-Qualified Stock Option (right to buy)	(1)	12/01/2021	Common Stock	38,750	9.03	D
Non-Qualified Stock Option (right to buy)	(2)	12/13/2022	Common Stock	30,560	9.26	D
Non-Qualified Stock Option (right to buy)	(3)	08/29/2021	Common Stock	14,396	9.57	D

Explanation of Responses:

1. 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.

2. 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 50% after two years from grant date and 25% annually thereafter.

3. Options granted pursuant to the 2006 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.

	Dimitry Goder	08/05/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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