Filing Details

CUSIP No. 300645108		Schedule 13D		Page 1 of 6 Pages

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

 

 

EXAR CORPORATION

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

300645108

(CUSIP Number)

Mark Paterson

Future Electronics Inc.

237 Hymus Boulevard

Pointe-Claire, Quebec

Canada, H9R 5C7

(514) 694-7710

Daniel H. Follansbee, Esq

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

(617) 348-4474

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 12, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 300645108		Schedule 13D		Page 2 of 6 Pages

 

1		NAME OF REPORTING PERSON   Alonim Investments Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒  (joint filers)
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Canada
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 shares
				8		SHARED VOTING POWER   0 shares
				9		SOLE DISPOSITIVE POWER   0 shares
				10		SHARED DISPOSITIVE POWER   0 shares
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.0%
14		TYPE OF REPORTING PERSON   CO

 

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CUSIP No. 300645108		Schedule 13D		Page 3 of 6 Pages

 

1		NAME OF REPORTING PERSON   ROBMILCO HOLDINGS LTD.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐  (joint filers)
3		SEC USE ONLY
4		SOURCE OF FUNDS   N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Canada
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 shares
				8		SHARED VOTING POWER   0 shares
				9		SOLE DISPOSITIVE POWER   0 shares
				10		SHARED DISPOSITIVE POWER   0 shares
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.0%
14		TYPE OF REPORTING PERSON   CO

 

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CUSIP No. 300645108		Schedule 13D		Page 4 of 6 Pages

 

1		NAME OF REPORTING PERSON   Robert G. Miller
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐  (joint filers)
3		SEC USE ONLY
4		SOURCE OF FUNDS   N/A
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Canada
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   0 shares
				8		SHARED VOTING POWER   0 shares
				9		SOLE DISPOSITIVE POWER   0 shares
				10		SHARED DISPOSITIVE POWER   0 shares
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0 shares
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   0.0%
14		TYPE OF REPORTING PERSON   IN

 

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CUSIP No. 300645108		Schedule 13D		Page 5 of 6 Pages

 

Explanatory Note

This Amendment No. 2 (this Amendment) amends the initial Statement on Schedule 13D filed on September 4, 2007 and Amendment No. 1 thereto (collectively, the Schedule 13D). Except as otherwise set forth herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

 

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On May 12, 2017 a total of 7,591,605 shares were 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, whereby Purchaser offered to purchase each outstanding share of common stock of the Issuer for a cash payment of $13.00 per share.

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CUSIP No. 300645108		Schedule 13D		Page 6 of 6 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: May 16, 2017				ALONIM INVESTMENTS INC.
				By:		/s/ Robert G. Miller
				Name:		Robert G. Miller
				Title:		President
Date: May 16, 2017				ROBMILCO HOLDINGS LTD.
				By:		/s/ Robert G. Miller
				Name:		Robert G. Miller
				Title:		President
Date: May 16, 2017				/s/ Robert G. Miller
				Robert G. Miller