SEC Form 4 · accession 0001437749-17-009323
EXAR CORP · EXAR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Jacobowitz
Director
Period of report
May 12, 2017
Accepted (ET)
May 16, 2017 · 6:12 am 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 StockF1,F2 | May 12, 2017 | U | 2,577,901 | — | D | 0 | I | See Footnote |
| Common StockF3 | May 12, 2017 | D | 25,667 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $10.79 | May 12, 2017 | D | 40,000 | D | — | Oct 1, 2023 | Common Stock | 40,000 | 0 | D |
Explanation of responses
- F1Tendered 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").
- F2The reported securities are directly owned by either Simcoe Partners, L.P., SDR Partners, LLC or Simcoe Capital Management, LLC (together with Simcoe Partners, L.P., "Simcoe". The reported securities may be deemed indirectly beneficially owned by Jeffrey Jacobowitz as Partner of Simcoe. Mr. Jacobowitz disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Jacobowitz is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3Disposed 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 agreement the Reporting Person's RSU award granted March 1, 2017 became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions.
- F4Disposed 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 ($2.21). Pursuant to the terms of the applicable RSU award agreement the Reporting Person's RSU award granted March 1, 2017 became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions.