Page 7 of 21 – SEC Filing
| CUSIP No. 300645108 | Schedule 13D | Page 6 of 9 Pages |
| Item 4. | Purpose of Transaction. |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by the
addition of the following:
On March 28, 2017, a Reporting Person entered into a Support Agreement (the Support
Agreement) with MaxLinear, Inc., a Delaware corporation (Parent), Eagle Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), in relation to an Agreement and Plan of
Merger (the Merger Agreement) relating to a Merger (the Merger) by and among the Issuer, Parent and Merger Sub, whereby the Reporting Person agreed to, among other things, (i) tender all shares of Common Stock
beneficially owned by the Reporting Persons and other shares of Common Stock over which the Reporting Persons acquire beneficial ownership after the date of the Voting and Support Agreement (collectively, the Shares) to the Parent in the
Offer (as defined in the Support Agreement), (ii) vote the Shares (A) against any inquiry, proposal, offer, indication of interest or transaction that constitutes or could reasonably be expected to lead to, an Acquisition Proposal or
Acquisition Transaction (each as defined in the Merger Agreement) relating to the Issuer and (B) against any action, proposal, transaction or agreement which would reasonably be expected to impede, interfere with, delay, discourage, adversely
affect or inhibit the timely consummation of the Offer or the Merger or the fulfillment of Parents, the Issuers, or Merger Subs conditions under the Merger Agreement or change in any manner the voting rights of any security of the
Issuer (including by any amendments to the Issuers charter or bylaws) and (iii) grant an irrevocable proxy to the Parent with respect to the Shares in accordance with the Reporting Persons obligations under the Support Agreement.
The Support Agreement will terminate upon the earliest to occur of (i) the consummation of the Merger, (ii) the
date on which the Merger Agreement is terminated in accordance with its terms, (iii) the entry without the prior written consent of the Reporting Persons into any amendment or modification to the Merger Agreement or any waiver of any of
Parents obligations under the Merger Agreement, in each case, that results in (A) a decrease in the Offer Price or Merger Consideration (as each term is defined in the Merger Agreement), (B) a change in the form of Offer Price or Merger
Consideration, or (iv) the mutual written agreement of the parties to terminate the Support Agreement.
The foregoing
summary of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is incorporated herein by reference as Exhibit B.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Original Schedule 13D is hereby amended and
restated in its entirety as follows:
Item 4 is incorporated by reference into this Item 5.
(a)-(b)
The
aggregate number of Shares to which this Schedule 13D relates is 7,591,605 Shares, representing 14.9% of the 50,890,387 shares of common stock outstanding as ofJanuary 30, 2017 as reported in Exar Corporations Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on February 2, 2017. Under Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each
Reporting Person may beneficially own Shares as set forth below.
| Alonim Investments Inc. | 7,591,605 shares | (14.9%) | ||
| Robmilco Holdings Ltd. | 7,591,605 shares | (14.9%) | ||
| Robert G. Miller | 7,591,605 shares | (14.9%) |
