SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Exar Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
300645108
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ This Schedule is filed pursuant to Rule 13d-1(b)
The information required in the remainder of this cover page (except any items to which the form provides a cross-reference) 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.
| CUSIP NO. 300645108 |
| 1) |
Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Ameriprise Financial, Inc. IRS No. 13-3180631 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x*
* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) | Sole Voting Power
0 | ||||
| 6) | Shared Voting Power
2,287,876 | |||||
| 7) | Sole Dispositive Power
0 | |||||
| 8) | Shared Dispositive Power
2,648,689 | |||||
|
9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,648,689 | |||||
| 10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11) |
Percent of Class Represented by Amount In Row (9)
5.91% | |||||
| 12) |
Type of Reporting Person
HC | |||||
| CUSIP NO. 300645108 |
| 1) |
Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Columbia Management Investment Advisers, LLC IRS No. 41-1533211 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x*
* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
Minnesota | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) | Sole Voting Power
0 | ||||
| 6) | Shared Voting Power
2,287,876 | |||||
| 7) | Sole Dispositive Power
0 | |||||
| 8) | Shared Dispositive Power
2,648,689 | |||||
|
9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,648,689 | |||||
| 10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11) |
Percent of Class Represented by Amount In Row (9)
5.91% | |||||
| 12) |
Type of Reporting Person
IA | |||||
| CUSIP NO. 300645108 |
| 1) |
Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person
Seligman Spectrum Focus (Master) IRS No. 98-0498128 | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ¨ (b) x*
* This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
Cayman Islands | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5) | Sole Voting Power
2,265,017 | ||||
| 6) | Shared Voting Power
0 | |||||
| 7) | Sole Dispositive Power
0 | |||||
| 8) | Shared Dispositive Power
2,265,017 | |||||
|
9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,265,017 | |||||
| 10) |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11) |
Percent of Class Represented by Amount In Row (9)
5.05% | |||||
| 12) |
Type of Reporting Person
CO | |||||
| 1(a) | Name of Issuer: | Exar Corp. | ||
| 1(b) | Address of Issuer’s Principal Executive Offices: |
48720 Kato Rd. Fremont, CA 94538-1167 | ||
| 2(a) | Name of Person Filing: | (a) Ameriprise Financial, Inc. (“AFI”) | ||
| (b) Columbia Management Investment | ||||
| Advisers, LLC (“CMIA”) | ||||
| (c) Seligman Spectrum Focus (Master) | ||||
| Fund (“Fund”) | ||||
| 2(b) | Address of Principal Business Office: | (a) Ameriprise Financial, Inc. | ||
| 145 Ameriprise Financial Center | ||||
| Minneapolis, MN 55474 | ||||
| (b) 225 Franklin St. | ||||
| Boston, MA 02110 | ||||
| (c) P.O. Box 309 | ||||
| Ugland House, South Church Street | ||||
| George Town, Grand Cayman KY1-1104 | ||||
| 2(c) | Citizenship: | (a) Delaware | ||
| (b) Minnesota | ||||
| (c) Cayman Islands | ||||
| 2(d) | Title of Class of Securities: | Common Stock | ||
| 2(e) | Cusip Number: | 300645108 | ||
| 3 | Information if statement is filed pursuant to Rules 13d-1(b) or 13d-2(b): |
(a) Ameriprise Financial, Inc.
A parent holding company in accordance with Rule 13d-1(b)(1)(ii)(G). (Note: See Item 7)
(b) Columbia Management Investment Advisers, LLC
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(c) Seligman Spectrum Focus (Master) Fund
An investor in accordance with Rule 13d-1(c).
| 4 | Incorporated by reference to Items (5)-(9) and (11) of the cover page pertaining to each reporting person. |
CMIA and AFI do not directly own any shares of Common Stock of the issuer. As the investment adviser to the Fund and various other unregistered and registered investment companies and other managed accounts, CMIA may be deemed to beneficially own the shares reported herein by the Fund. Accordingly, the shares reported herein by CMIA include those shares separately reported herein by the Fund.
As the parent holding company of CMIA, AFI may be deemed to beneficially own the shares reported herein by CMIA. Accordingly, the shares reported herein by AFI include those shares separately reported herein by CMIA.
Each of AFI and CMIA, and the subsidiaries identified on the attached Exhibit I, disclaims beneficial ownership of any shares reported on this Schedule.
| 5 | Ownership of 5% or Less of a Class: Not Applicable |
| 6 | Ownership of more than 5% on Behalf of Another Person: |
To the knowledge of AFI, CMIA and the Fund no other persons besides AFI, CMIA and the Fund and those persons for whose shares of common stock CMIA and AFI report beneficial ownership have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities of the issuer reported herein. As of December 31, 2011 only the Fund owned more than 5% of the class of securities reported herein.
Any remaining shares reported herein by CMIA are held by various other funds or accounts managed by CMIA which each have the right to receive any dividends paid by the issuer and could terminate their respective investment advisory relationship with CMIA and then subsequently direct the use of proceeds from the sale of the common stock owned by such fund or account. To CMIA’s knowledge, none of these other funds or accounts own more than 5% of the outstanding shares of the issuer as December 31, 2011.
| 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
AFI: See Exhibit I
| 8 | Identification and Classification of Members of the Group: |
Not Applicable
| 9 | Notice of Dissolution of Group: |
Not Applicable
| 10 | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.
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.
Dated: February 13, 2012
| Ameriprise Financial, Inc. | ||||
| By: | /s/ Wade M. Voigt | |||
| Name: |
Wade M. Voigt | |||
| Title: | Vice President – Fund Administration – Financial Reporting | |||
| Columbia Management Investment | ||||
| Advisers, LLC | ||||
| By: | /s/ Amy Johnson | |||
| Name: | Amy Johnson | |||
| Title: | Chief Operating Officer | |||
| Seligman Spectrum Focus (Master) Fund | ||||
| By: | /s/ Eric T. Brandt | |||
| Name: | Eric T. Brandt | |||
| Title: | Authorized Person | |||
| Contact Information | ||||
| Wade M. Voigt | ||||
| Vice President – Fund Administration – Financial Reporting | ||||
| Telephone: (612) 671-5682 | ||||
Exhibit Index
| Exhibit I | Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. | |
| Exhibit II | Joint Filing Agreement | |
Exhibit I
to
Schedule 13G
Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows:
Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.
Exhibit II
to
Schedule 13G
Joint Filing Agreement
The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2012 in connection with their beneficial ownership of Exar Corp. Each of Seligman Spectrum Focus (Master) Fund and Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any necessary amendments thereto.
| Ameriprise Financial, Inc. | ||
| By: |
/s/ Wade M Voigt | |
| Wade M. Voigt | ||
| Vice President – Fund Administration – Financial Reporting | ||
| Columbia Management Investment Advisers, LLC | ||
| By: |
/s/ Amy Johnson | |
| Amy Johnson | ||
| Chief Operating Officer | ||
| Seligman Spectrum Focus (Master) Fund | ||
| By: |
/s/ Eric T. Brandt | |
| Eric T. Brandt | ||
| Authorized Person | ||