SEC Form 4 · accession 0000753568-15-000054
EXAR CORP · EXAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ryan A Benton
Officer — Chief FInancial Officer
Period of report
May 22, 2015
Accepted (ET)
May 27, 2015 · 6:48 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 | 11,774 | $0.00 | A | 131,506 | D | |
| Common Stock | May 22, 2015 | F | 4,425 | $11.02 | D | 127,081 | D | |
| Common Stock | May 22, 2015 | A | 20,000 | $0.00 | A | 147,081 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Fully 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.
- 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.
- F3In accordance with Section 3.3(b) of Mr. Benton's September 27, 2013 Employment Agreement with the Company, Mr. Benton was granted an award of 60,000 restricted stock units (RSUs) in October 2013 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 second 20,000 RSU tranche will vest March 27, 2016 since the performance criteria was determined to be met on May 22, 2015. The remaining 66.6% of the second tranche will vest in two equal amounts at the end of fiscal year 2017 and fiscal year 2018, respectively, provided that Mr. Benton remains actively and continuously employed with the Company through the applicable vesting date.