13D Filing: Simcoe Capital Management and Exar Corp (EXAR)

The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.

Item 5 is hereby amended
and restated to read as follows:

(a)-(d)       As
previously disclosed in Amendment No. 2 to the Schedule 13D, on March 28, 2017, the Issuer, MaxLinear, Inc., a Delaware corporation
(“Parent”), and Eagle Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, on April 13,
2017, Purchaser commenced a tender offer (the “Offer”) to purchase all of the outstanding Shares of the Issuer at a
price of $13.00 per Share, in cash, without interest and subject to any required withholding taxes. The Offer expired at midnight
(Eastern Time) on May 11, 2017 and, all the conditions to the Offer having been satisfied (or waived), Purchaser accepted for payment
all such Shares validly tendered and not properly withdrawn, including the 2,577,901 Shares beneficially owned in the aggregate
by the Reporting Persons, which were tendered pursuant to that certain Support Agreement by and among the Reporting Persons, Parent
and Purchaser, dated March 28, 2017. Following consummation of the Offer, on May 12, 2017, Parent completed its acquisition of
the Issuer by consummating the Merger Agreement. As a result of the foregoing, the Reporting Persons no longer beneficially own
any securities of the Issuer.

(e)       The
Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer as of May 12, 2017.