0001437749-17-009329.txt : 20170516
0001437749-17-009329.hdr.sgml : 20170516
20170516062040
ACCESSION NUMBER: 0001437749-17-009329
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170512
FILED AS OF DATE: 20170516
DATE AS OF CHANGE: 20170516
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: EXAR CORP
CENTRAL INDEX KEY: 0000753568
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 941741481
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 48720 KATO ROAD
STREET 2: 48720 KATO ROAD
CITY: FREMONT
STATE: CA
ZIP: 94538
BUSINESS PHONE: 5106687000
MAIL ADDRESS:
STREET 1: 48720 KATO RD
CITY: FREMONT
STATE: CA
ZIP: 94538-1167
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lin Jing
CENTRAL INDEX KEY: 0001571072
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36012
FILM NUMBER: 17846959
MAIL ADDRESS:
STREET 1: 48720 KATO ROAD
CITY: FREMONT
STATE: CA
ZIP: 94538
4
1
rdgdoc.xml
FORM 4
X0306
4
2017-05-12
1
0000753568
EXAR CORP
EXAR
0001571072
Lin Jing
48720 KATO ROAD
FREMONT
CA
94538
1
Chief Accounting Officer
Common Stock
2017-05-12
4
U
0
18842
D
33666
D
Common Stock
2017-05-12
4
D
0
33666
D
0
D
Stock Option (right to buy)
9.40
2017-05-12
4
D
0
6250
D
2021-11-03
Common Stock
6250
0
D
Stock Option (right to buy)
5.70
2017-05-12
4
D
0
5937
D
2022-10-01
Common Stock
5937
0
D
Stock Option (right to buy)
6.18
2017-05-12
4
D
0
3750
D
2023-05-02
Common Stock
3750
0
D
Stock Option (right to buy)
8.07
2017-05-12
4
D
0
10800
D
2019-05-01
Common Stock
10800
0
D
Stock Option (right to buy)
8.06
2017-05-12
4
D
0
4000
D
2019-10-01
Common Stock
4000
0
D
Stock Option (right to buy)
11.46
2017-05-12
4
D
0
23750
D
2021-03-03
Common Stock
23750
0
D
Stock Option (right to buy)
9.40
2017-05-12
4
D
0
3750
D
2021-11-03
Common Stock
3750
0
D
Stock Option (right to buy)
5.70
2017-05-12
4
D
0
9063
D
2022-10-01
Common Stock
9063
0
D
Stock Option (right to buy)
6.18
2017-05-12
4
D
0
11250
D
2023-05-02
Common Stock
11250
0
D
Stock Option (right to buy)
11.46
2017-05-12
4
D
0
6250
D
2021-03-03
Common Stock
6250
0
D
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").
Disposed of pursuant to the Merger Agreement whereby each unvested restricted stock unit ("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).
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 ($3.60).
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 ($7.30).
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 ($6.82).
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 ($4.93).
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 ($4.94).
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 ($1.54).
Disposed 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 unit 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.
/s/ Jessica Wu For: Jing Lin
2017-05-15