0001437749-17-009332.txt : 20170516 0001437749-17-009332.hdr.sgml : 20170516 20170516062457 ACCESSION NUMBER: 0001437749-17-009332 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: Benton Ryan A CENTRAL INDEX KEY: 0001564606 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36012 FILM NUMBER: 17846965 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 0001564606 Benton Ryan A 48720 KATO ROAD FREMONT CA 94538 1 1 Chief Executive Officer Common Stock 2017-05-12 4 U 0 120628 D 71666 D Common Stock 2017-05-12 4 D 0 71666 D 0 D Performance Units 2017-05-12 4 D 0 60000 D Common Stock 60000 0 D Stock Option (right to buy) 9.03 2017-05-12 4 D 0 15104 D 2021-12-01 Common Stock 15104 0 D Stock Option (right to buy) 5.92 2017-05-12 4 D 0 98958 D 2022-09-14 Common Stock 98958 0 D Stock Option (right to buy) 6.18 2017-05-12 4 D 0 50000 D 2023-05-02 Common Stock 50000 0 D Stock Option (right to buy) 9.17 2017-05-12 4 D 0 200000 D 2020-01-02 Common Stock 200000 0 D Stock Option (right to buy) 13.54 2017-05-12 4 D 0 10417 D 2020-10-01 Common Stock 10417 0 D Stock Option (right to buy) 9.03 2017-05-12 4 D 0 9896 D 2021-12-01 Common Stock 9896 0 D Stock Option (right to buy) 5.92 2017-05-12 4 D 0 151042 D 2022-09-14 Common Stock 151042 0 D Stock Option (right to buy) 13.54 2017-05-12 4 D 0 89583 D 2020-10-01 Common Stock 89583 0 D Performance Options 7.80 2017-05-12 4 D 0 280000 D Common Stock 280000 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 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). Disposed 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. 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 ($3.97). 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 ($7.08). 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 ($3.83). 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 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. Disposed 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. Disposed 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. /s/ Jessica Wu For: Ryan A Benton 2017-05-15