FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hilton Brian 		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/YYYY)

5/12/2017
(Street)

FREMONT, CA 94538
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/12/2017     U    38000   D   (1) 28000   D    
Common Stock   5/12/2017     D    28000   D   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Stock Option (right to buy)   $8.16   5/12/2017     D         40000   (3)     (3) 7/2/2019   Common Stock   40000     (3) 0   D    
Stock Option (right to buy)   $8.63   5/12/2017     D         10000   (4)     (4) 10/1/2021   Common Stock   10000     (4) 0   D    
Stock Option (right to buy)   $5.70   5/12/2017     D         10000   (5)     (5) 10/1/2022   Common Stock   10000     (5) 0   D    
Stock Option (right to buy)   $9.74   5/12/2017     D         10000   (6)     (6) 10/3/2023   Common Stock   10000     (6) 0   D    
Stock Option (right to buy)   $9.62   5/12/2017     D         24000   (7)     (7) 9/18/2021   Common Stock   24000     (7) 0   D    

Explanation of Responses:
(1)  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 (the "Merger Agreement"), whereby Purchaser offered to purchase each outstanding share of common stock of the Issuer ("Issuer Common Stock") for a cash payment of $13.00 per share (the "Offer Price").
(2)  Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit of Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive a cash payment equal to the product of the Offer Price multiplied by the total number of shares subject to the vested RSU. Pursuant to the terms of the applicable RSU award agreements the Reporting Person's RSUs became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions.
(3)  Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($4.84). Pursuant to the terms of the applicable stock option award agreement the Reporting Person's options granted July 2, 2012 became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions.
(4)  Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($4.37). Pursuant to the terms of the applicable stock option award agreement the Reporting Person's options granted October 1, 2014 became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions.
(5)  Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($7.30). Pursuant to the terms of the applicable stock option award agreement the Reporting Person's options granted October 1, 2015 became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions.
(6)  Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($3.26). Pursuant to the terms of the applicable stock option award agreement the Reporting Person's options granted October 3, 2016 became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions.
(7)  Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Offer Price was cancelled in exchange for the right to receive a cash payment equal to the product of the total number of shares subject to the vested option multiplied by the amount by which the Offer Price exceeds the exercise price per share of such vested option ($3.38). Pursuant to the terms of the applicable stock option award agreement the Reporting Person's options granted September 18, 2014 became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hilton Brian
48720 KATO ROAD
FREMONT, CA 94538 		X



Signatures
/s/ Jessica Wu For: Brian Hilton 5/15/2017
** Signature of Reporting Person 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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