MAXLINEAR, INC — Director's Dealing 2010

Mar 30, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAXLINEAR INC (MXL)
CIK: 0001288469
Period of Report: 2010-03-29

Reporting Person: KASTNER MICHAEL (Vice President, Sales)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-29	Employee Stock Option (right to buy)	$1.4516	J	217471	Disposed	2018-10-01	Common Stock (217471)	Direct
2010-03-29	Employee Stock Option (right to buy)	$1.4516	J	8610	Disposed	2018-10-01	Common Stock (8610)	Direct
2010-03-29	Employee Stock Option (right to buy)	$1.4516	J	217471	Acquired	2018-10-01	Class B Common Stock (217471)	Direct
2010-03-29	Employee Stock Option (right to buy)	$1.4516	J	8610	Acquired	2018-10-01	Class B Common Stock (8610)	Direct

Footnotes

F1: Pursuant to a reclassification exempt under Rule 16b-7, each employee stock option to purchase one share of Common Stock ($0.0001 par value) automatically converted into an option to purchase one share of Class B Common Stock ($0.0001 par value) immediately prior to the closing of the Registrant's initial public offering on March 29, 2010.

F2: This stock option was granted on October 1, 2008 and vests over four years. Subject to the optionee's continuing to provide services, 25% of the shares subject to the option vested and became immediately exercisable one year after September 23, 2008, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter.

F3: This stock option was granted on October 1, 2008 and vests over four years. Subject to the Reporting Person's continuing to provide services, 25% of the shares subject to the option vested one year after September 25, 2008 and 2.08% vest each month thereafter; however, all of the shares are early exercisable as of the date of grant, subject to the Reporting Person entering into a restricted stock purchase agreement.

F4: Each share of Class B Common Stock is convertible into one share of Class A Common Stock, which is the publicly traded stock, upon certain transfers and at the option of the holder. On the seventh anniversary of the closing of the Registrant's initial public offering (March 29, 2017), the Class B Common Stock and the Class A Common Stock will automatically convert into a single class of Common Stock.