4//SEC Filing
EXAR CORP 4
Accession 0001437749-17-009332
CIK 0000753568operating
Filed
May 15, 8:00 PM ET
Accepted
May 16, 6:24 AM ET
Size
32.7 KB
Accession
0001437749-17-009332
Insider Transaction Report
Form 4
EXAR CORPEXAR
Benton Ryan A
Chief FInancial Officer
Transactions
- Disposition from Tender
Common Stock
2017-05-12−120,628→ 71,666 total - Disposition to Issuer
Performance Units
2017-05-12−60,000→ 0 total→ Common Stock (60,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-05-12−10,417→ 0 totalExercise: $13.54Exp: 2020-10-01→ Common Stock (10,417 underlying) - Disposition to Issuer
Common Stock
2017-05-12−71,666→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2017-05-12−15,104→ 0 totalExercise: $9.03Exp: 2021-12-01→ Common Stock (15,104 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-05-12−98,958→ 0 totalExercise: $5.92Exp: 2022-09-14→ Common Stock (98,958 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-05-12−9,896→ 0 totalExercise: $9.03Exp: 2021-12-01→ Common Stock (9,896 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-05-12−151,042→ 0 totalExercise: $5.92Exp: 2022-09-14→ Common Stock (151,042 underlying) - Disposition to Issuer
Performance Options
2017-05-12−280,000→ 0 totalExercise: $7.80→ Common Stock (280,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-05-12−50,000→ 0 totalExercise: $6.18Exp: 2023-05-02→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-05-12−200,000→ 0 totalExercise: $9.17Exp: 2020-01-02→ Common Stock (200,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-05-12−89,583→ 0 totalExercise: $13.54Exp: 2020-10-01→ Common Stock (89,583 underlying)
Footnotes (10)
- [F1]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").
- [F10]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.
- [F2]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).
- [F3]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.
- [F4]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).
- [F5]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).
- [F6]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).
- [F7]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).
- [F8]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.
- [F9]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.
Documents
Issuer
EXAR CORP
CIK 0000753568
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000753568
Filing Metadata
- Form type
- 4
- Filed
- May 15, 8:00 PM ET
- Accepted
- May 16, 6:24 AM ET
- Size
- 32.7 KB