SEC Form 4 · accession 0001437749-17-009332

EXAR CORP · EXAR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Ryan A Benton

Officer — Chief Executive Officer · Director

Period of report

May 12, 2017

Accepted (ET)

May 16, 2017 · 6:24 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 Stock^F1	May 12, 2017	U	120,628	—	D	71,666	D
Common Stock^F2	May 12, 2017	D	71,666	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Performance Units^F3	—	May 12, 2017	D	60,000	D	—	—	Common Stock	60,000	D
Stock Option (right to buy)^F4	$9.03	May 12, 2017	D	15,104	D	—	Dec 1, 2021	Common Stock	15,104	D
Stock Option (right to buy)^F5	$5.92	May 12, 2017	D	98,958	D	—	Sep 14, 2022	Common Stock	98,958	D
Stock Option (right to buy)^F6	$6.18	May 12, 2017	D	50,000	D	—	May 2, 2023	Common Stock	50,000	D
Stock Option (right to buy)^F7	$9.17	May 12, 2017	D	200,000	D	—	Jan 2, 2020	Common Stock	200,000	D
Stock Option (right to buy)^F8	$13.54	May 12, 2017	D	10,417	D	—	Oct 1, 2020	Common Stock	10,417	D
Stock Option (right to buy)^F8	$9.03	May 12, 2017	D	9,896	D	—	Dec 1, 2021	Common Stock	9,896	D
Stock Option (right to buy)^F8	$5.92	May 12, 2017	D	151,042	D	—	Sep 14, 2022	Common Stock	151,042	D
Stock Option (right to buy)^F9	$13.54	May 12, 2017	D	89,583	D	—	Oct 1, 2020	Common Stock	89,583	D
Performance Options^F10	$7.80	May 12, 2017	D	280,000	D	—	—	Common Stock	280,000	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").
F10Disposed 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.
F2Disposed 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).
F3Disposed 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.
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 ($3.97).
F5Disposed 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).
F6Disposed 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).
F7Disposed 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).
F8Disposed 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.
F9Disposed 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.