Sec Form 4 Filing - Leza Richard L @ EXAR CORP - 2014-10-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Leza Richard L 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) (Last) (First) (Middle) 48720 KATO ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2014 (Street) FREMONT, CA94538 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/01/2014 A( 1 ) 7,000 A $ 0 92,000 ( 2 ) D Common Stock 10/01/2014 A( 3 ) 2,500 A $ 0 94,500 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Non-Qualified Stock Option (right to buy) $ 8.63 10/01/2014 A 10,000 ( 4 ) 10/01/2021 Common Stock 10,000 $ 0 10,000 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Leza Richard L 48720 KATO ROAD FREMONT, CA94538 X Signatures By: Jessica Wu, Attorney-at-Law For: Richard Leza 07/21/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )RSU's granted pursuant to Exar 2014 Equity Incentive Plan. RSU's granted to non-Employee Director which vest in full upon the earlier to occur of (i) the fourth anniversary of the award date or (ii) the annual meeting of the Corporation's stockholders that occurs in the fourth year following such Award date. ( 2 )This column reflects the reporting person's ownership as of the date of this filing and, to the extent the reporting person filed any reports after October 1, 2014 that did not reflect the transactions reported herein, is intended to correct the ownership information included in such reports. ( 3 )RSU's granted pursuant to Exar 2014 Equity Incentive Plan. RSU's granted to Chairman of the Board which vest upon the earlier to occur of (i) the first anniversary of the award date or (ii) the annual meeting of the Corporation's stockholders that occurs in the first year following such Award date. ( 4 )Options granted pursuant to Exar 2014 Equity Incentive Plan. Options granted to non-employee directors which vest upon earlier to occur of (i) the fourth anniversary of the award date or (ii) the annual meeting of the Corporation's stockholders that occurs in the fourth year following such award 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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