Sec Form 4 Filing - Benton Ryan A @ EXAR CORP - 2016-11-09

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 Benton Ryan A 2. Issuer Name and Ticker or Trading Symbol EXAR CORP [ EXAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 48720 KATO ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2016 (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 11/09/2016 A( 1 ) 20,000 A $ 0 182,049 D Common Stock 11/09/2016 A( 2 ) 10,000 A $ 0 192,049 D Common Stock 11/09/2016 F( 3 ) 3,758 D $ 9.33 188,291 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) $ 6.18 11/09/2016 A 50,000 ( 4 ) 05/02/2023 Common Stock 50,000 $ 0 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Benton Ryan A 48720 KATO ROAD FREMONT, CA94538 Chief Executive Officer Signatures RYAN BENTON 11/11/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transactions represents shares granted on achieving certain specific levels for 45 consecutive trading days during FY'17. These levels and periods are set forth in form 8-K filed with the SEC on July 5, 2016. ( 2 )Fully vested RSU's granted under the Company's 2014 Equity Incentive Plan. This report reflects the achievement of 100% of the designated metrics. ( 3 )Transaction represents shares withheld by the issuer to cover tax withholding in connection with the restricted stock units as described in note (3) above. Pursuant to the award terms, upon vesting the issuer automatically reduces the number of shares payable in connection with the vesting of the award by the number of shares having a value equal to the tax withholding obligations arising in connection with the vesting of the award. This tax withholding transaction is exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended. ( 4 )Fully vested options granted under the Company's 2014 Equity Incentive Plan. This report reflects the achievement of 100% of the designated metrics.

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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