SEC Form 4 · accession 0000753568-15-000049
EXAR CORP · EXAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Louis Dinardo
Officer — President and CEO
Period of report
May 22, 2015
Accepted (ET)
May 27, 2015 · 6:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000753568
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 22, 2015 | A | 100,000 | $0.00 | A | 372,811 | D | |
| Common Stock | May 22, 2015 | F | 12,527 | $11.02 | D | 360,284 | D | |
| Common Stock | May 22, 2015 | A | 37,636 | $0.00 | A | 397,920 | D | |
| Common Stock | May 26, 2015 | F | 14,144 | $10.66 | D | 383,776 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In 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.
- F2Transaction 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.
- F3Fully 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.
- F4Transaction 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.