1
|
NAME OF REPORTING PERSON
SIMCOE CAPITAL MANAGEMENT, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,577,901
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,577,901
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,577,901
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
SIMCOE PARTNERS, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,324,663
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,324,663
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,324,663
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSON
SIMCOE MANAGEMENT COMPANY, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,324,663
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,324,663
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,324,663
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
SDR PARTNERS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
119,031
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
119,031
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,031
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
JEFFREY JACOBOWITZ
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,577,901
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
2,577,901
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,577,901
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
A.
|
Simcoe Partners
|
|
(a)
|
As of the date hereof, Simcoe Partners directly owned 2,324,663 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,324,663
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,324,663
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Simcoe Partners has not entered into any transactions in the Shares during the past 60 days.
|
B.
|
Simcoe Management
|
|
(a)
|
Simcoe Management, as the general partner of Simcoe Partners, may be deemed the beneficial owner of the 2,324,663 Shares owned by Simcoe Partners.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,324,663
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,324,663
|
|
(c)
|
Simcoe Management has not entered into any transactions in the Shares during the past 60 days.
|
C.
|
SDR Partners
|
|
(a)
|
As of the date hereof, SDR Partners directly owned 119,031 Shares.
|
|
(b)
|
1. Sole power to vote or direct vote: 119,031
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 119,031
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
SDR Partners has not entered into any transactions in the Shares during the past 60 days.
|
D.
|
Simcoe Capital
|
|
(a)
|
As of the date hereof, 134,207 Shares were held in the Managed Accounts. Simcoe Capital, as the investment manager to each of Simcoe Partners, SDR Partners and the Managed Accounts, may be deemed the beneficial owner of the (i) 2,324,663 Shares owned by Simcoe Partners, (ii) 119,031 Shares owned by SDR Partners and (iii) 134,207 Shares held in the Managed Accounts.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,577,901
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,577,901
|
|
(c)
|
Simcoe Capital has not entered into any transactions in the Shares during the past 60 days. On December 14, 2016, one of the Managed Accounts that held 22,099 Shares closed. Accordingly as of December 14, 2016, Simcoe Capital ceased to serve as the investment manager for such Managed Account and as such, relinquished all voting and dispositive power over the 22,099 Shares held in the Managed Account.
|
E.
|
Mr. Jacobowitz
|
|
(a)
|
Mr. Jacobowitz, as Managing Member of each of Simcoe Management and Simcoe Capital, may be deemed the beneficial owner of the (i) 2,324,663 Shares owned by Simcoe Partners, (ii) 119,031 Shares owned by SDR Partners and (iii) 134,207 Shares held in the Managed Accounts.
|
|
(b)
|
1. Sole power to vote or direct vote: 2,577,901
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 2,577,901
|
|
(c)
|
Mr. Jacobowitz has not entered into any transactions in the Shares during the past 60 days.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Letter Agreement by and among Exar Corporation, Jeffrey Jacobowitz and Simcoe Capital Management, LLC, dated February 8, 2017 (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on February 9, 2017).
|
|
99.2
|
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer on March 16, 2012).
|
Simcoe Partners, L.P.
|
|||
By:
|
Simcoe Management Company, LLC
General Partner
|
||
By:
|
/s/ Jeffrey Jacobowitz
|
||
Name:
|
Jeffrey Jacobowitz
|
||
Title:
|
Managing Member
|
Simcoe Management Company, LLC
|
|||
By:
|
/s/ Jeffrey Jacobowitz
|
||
Name:
|
Jeffrey Jacobowitz
|
||
Title:
|
Managing Member
|
SDR Partners, LLC
|
|||
By:
|
Simcoe Capital Management, LLC
Investment Manager
|
||
By:
|
/s/ Jeffrey Jacobowitz
|
||
Name:
|
Jeffrey Jacobowitz
|
||
Title:
|
Managing Member
|
Simcoe Capital Management, LLC
|
|||
By:
|
/s/ Jeffrey Jacobowitz
|
||
Name:
|
Jeffrey Jacobowitz
|
||
Title:
|
Managing Member
|
/s/ Jeffrey Jacobowitz
|
|
Jeffrey Jacobowitz
|