SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Jacobowitz Jeffrey (Last) (First) (Middle) 48720 KATO ROAD (Street) FREMONT CA 94538 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EXAR CORP [ EXAR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/12/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/12/2017		U		2,577,901	D	(1)	0	I	See Footnote(2)
Common Stock	05/12/2017		D		25,667	D	(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$10.79	05/12/2017		D			40,000(4)	(4)	10/01/2023	Common Stock	40,000	(4)	0	D

Explanation of Responses:

1. Tendered 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").

2. The 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.

3. Disposed 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.

4. Disposed 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.

	/s/ Jessica Wu For: Jeffrey Jacobowitz	05/15/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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